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                                                                    Exhibit 4.2



                        AMERICAN MEDIA OPERATIONS, INC.

                   10 1/4% Senior Subordinated Notes due 2009

                                   ---------

                                   INDENTURE

                            Dated as of May 7, 1999

                                   ---------

                           THE CHASE MANHATTAN BANK,

                                   as Trustee



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                               TABLE OF CONTENTS

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                                                  ARTICLE 1
                                  DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.            Definitions.............................................................       1
SECTION 1.02.            Other Definitions.......................................................      20
SECTION 1.03.            Incorporation by Reference of Trust Indenture Act.......................      20
SECTION 1.04.            Rules of Construction...................................................      21

                                                  ARTICLE 2
                                                  THE NOTES

SECTION 2.01.            Form and Dating.........................................................      21
SECTION 2.02.            Execution and Authentication............................................      22
SECTION 2.03.            Registrar and Paying Agent..............................................      22
SECTION 2.04.            Paying Agent to Hold Money in Trust.....................................      23
SECTION 2.05.            Holder Lists............................................................      23
SECTION 2.06.            Transfer and Exchange...................................................      23
SECTION 2.07.            Replacement Notes.......................................................      24
SECTION 2.08.            Outstanding Notes.......................................................      25
SECTION 2.09.            Temporary Notes.........................................................      25
SECTION 2.10.            Cancelation.............................................................      25
SECTION 2.11.            Defaulted Interest......................................................      25
SECTION 2.12.            CUSIP and ISIN Numbers..................................................      26

                                                  ARTICLE 3
                                                  REDEMPTION

SECTION 3.01.            Notices to Trustee......................................................      26
SECTION 3.02.            Selection of Notes To Be Redeemed.......................................      26
SECTION 3.03.            Notice of Redemption....................................................      26
SECTION 3.04.            Effect of Notice of Redemption..........................................      27
SECTION 3.05.            Deposit of Redemption Price.............................................      27
SECTION 3.06.            Notes Redeemed in Part..................................................      27

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                                                  ARTICLE 4
                                                  COVENANTS

SECTION 4.01.            Payment of Notes........................................................      28
SECTION 4.02.            SEC Reports.............................................................      28
SECTION 4.03.            Limitation on Indebtedness..............................................      28
SECTION 4.04             Limitation on Restricted Payments.......................................      31
SECTION 4.05.            Limitation on Restrictions on Distributions from
                            Restricted Subsidiaries..............................................      36
SECTION 4.06.            Limitation on Sales of Assets and Subsidiary Stock......................      36
SECTION 4.07.            Limitation on Transactions with Affiliates..............................      39
SECTION 4.08.            Change of Control.......................................................      40
SECTION 4.09.            Compliance Certificate..................................................      41
SECTION 4.10.            Further Instruments and Acts............................................      42
SECTION 4.11.            Future Note Guarantors..................................................      42
SECTION 4.12.            Limitation on Lines of Business.........................................      42
SECTION 4.13.            Limitation on the Sale or Issuance of Capital Stock of
                            Restricted Subsidiaries..............................................      42

                                                  ARTICLE 5
                                              SUCCESSOR COMPANY

SECTION 5.01.            When Company May Merge or Transfer Assets...............................      42

                                                  ARTICLE 6
                                            DEFAULTS AND REMEDIES

SECTION 6.01.            Events of Default.......................................................      44
SECTION 6.02.            Acceleration............................................................      45
SECTION 6.03.            Other Remedies..........................................................      46
SECTION 6.04.            Waiver of Past Defaults.................................................      46
SECTION 6.05.            Control by Majority.....................................................      46
SECTION 6.06.            Limitation on Suits.....................................................      46
SECTION 6.07.            Rights of Holders to Receive Payment....................................      47
SECTION 6.08.            Collection Suit by Trustee..............................................      47
SECTION 6.09.            Trustee May File Proofs of Claim........................................      47
SECTION 6.10.            Priorities..............................................................      47
SECTION 6.11.            Undertaking for Costs...................................................      48
SECTION 6.12.            Waiver of Stay of Extension Laws........................................      48

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                                                  ARTICLE 7
                                                   TRUSTEE

SECTION 7.01.            Duties of Trustee.......................................................      48
SECTION 7.02.            Rights of Trustee.......................................................      49
SECTION 7.03.            Individual Rights of Trustee............................................      50
SECTION 7.04.            Trustee's Disclaimer....................................................      50
SECTION 7.05.            Notice of Defaults......................................................      50
SECTION 7.06.            Reports by Trustee to Holders...........................................      51
SECTION 7.07.            Compensation and Indemnity..............................................      51
SECTION 7.08.            Replacement of Trustee..................................................      52
SECTION 7.09.            Successor Trustee by Merger.............................................      52
SECTION 7.10.            Eligibility; Disqualification...........................................      53
SECTION 7.11.            Preferential Collection of Claims Against Company.......................      53

                                                  ARTICLE 8
                               DISCHARGE OF INDENTURE, DEFEASANCE

SECTION 8.01.            Discharge of Liability on Notes; Defeasance.............................      53
SECTION 8.02.            Conditions to Defeasance................................................      54
SECTION 8.03.            Application of Trust Money..............................................      55
SECTION 8.04.            Repayment to Company....................................................      55
SECTION 8.05.            Indemnity for Government Obligations....................................      56
SECTION 8.06.            Reinstatement...........................................................      56

                                                  ARTICLE 9
                                                  AMENDMENTS

SECTION 9.01.            Without Consent of Holders..............................................      56
SECTION 9.02.            With Consent of Holders.................................................      57
SECTION 9.03.            Compliance with Trust Indenture Act.....................................      58
SECTION 9.04.            Revocation and Effect of Consents and Waivers...........................      58
SECTION 9.05.            Notation on or Exchange of Notes........................................      58
SECTION 9.06.            Trustee To Sign Amendments..............................................      59
SECTION 9.07.            Payment for Consent.....................................................      59

                                                  ARTICLE 10
                                                SUBORDINATION

SECTION 10.01.           Agreement to Subordinate................................................      59
SECTION 10.02.           Liquidation, Dissolution, Bankruptcy....................................      59
SECTION 10.03.           Default on Senior Indebtedness..........................................      60
SECTION 10.04.           Acceleration of Payment of Notes........................................      61
SECTION 10.05.           When Distribution Must Be Paid Over.....................................      61
SECTION 10.06.           Subrogation.............................................................      61
SECTION 10.07.           Relative Rights.........................................................      61

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SECTION 10.08.           Subrogation May Not Be Impaired by Company..............................      61
SECTION 10.09.           Rights of Trustee and Paying Agent......................................      62
SECTION 10.10.           Distribution or Notice to Representative................................      62
SECTION 10.11.           Article 10 Not To Prevent Events of Default or Limit
                            Right to Accelerate..................................................      62
SECTION 10.12.           Trust Moneys Not Subordinated...........................................      62
SECTION 10.13.           Trustee Entitled To Rely................................................      62
SECTION 10.14.           Trustee to Effectuate Subordination.....................................      63
SECTION 10.15.           Trustee Not Fiduciary for Holders of Senior
                            Indebtedness........................................................       63
SECTION 10.16.           Reliance by Holders of Senior Indebtedness on
                            Subordination Provisions.............................................      63

                                                  ARTICLE 11
                                               NOTE GUARANTEES

SECTION 11.01.           Note Guarantees.........................................................      63
SECTION 11.02.           Limitation on Liability.................................................      65
SECTION 11.03.           Successors and Assigns..................................................      66
SECTION 11.04.           No Waiver...............................................................      66
SECTION 11.05.           Modification............................................................      66
SECTION 11.06.           Execution of Supplemental Indenture for Future
                            Note Guarantors......................................................      66
SECTION 11.07.           Non-Impairment..........................................................      67

                                                  ARTICLE 12
                                     SUBORDINATION OF THE NOTE GUARANTEES

SECTION 12.01.           Agreement To Subordinate................................................      67
SECTION 12.02.           Liquidation, Dissolution, Bankruptcy....................................      67
SECTION 12.03.           Default on Designated Senior Indebtedness of a
                            Note Guarantor.......................................................      68
SECTION 12.04.           Demand for Payment......................................................      69
SECTION 12.05.           When Distribution Must Be Paid Over.....................................      69
SECTION 12.06.           Subrogation.............................................................      69
SECTION 12.07.           Relative Rights.........................................................      69
SECTION 12.08.           Subordination May Not Be Impaired by a Note
                            Guarantor............................................................      69
SECTION 12.09.           Rights of Trustee and Paying Agent......................................      70
SECTION 12.10.           Distribution or Notice to Representative................................      70
SECTION 12.11.           Article 12 Not To Prevent Events of Default or Limit
                            Right To Accelerate..................................................      70
SECTION 12.12.           Trustee Entitled to Rely................................................      70
SECTION 12.13.           Trustee To Effectuate Subordination.....................................      71

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SECTION 12.14.           Trustee Not Fiduciary for Holders of Senior Indebtedness
                            of a Note Guarantor..................................................      71
SECTION 12.15.           Reliance by Holders of Senior Indebtedness of a
                             Note Guarantor on Subordination
                             Provisions..........................................................      71
SECTION 12.16.           Defeasance..............................................................      71

                                                  ARTICLE 13
                                                MISCELLANEOUS

SECTION 13.01            Trust Indenture Act Controls............................................      71
SECTION 13.02.           Notices.................................................................      72
SECTION 13.03.           Communication of Holders with Other Holders.............................      72
SECTION 13.04.           Certificate and Opinion as to Conditions Precedent......................      72
SECTION 13.05.           Statements Required in Certificate or Opinion...........................      72
SECTION 13.06.           When Notes Disregarded..................................................      73
SECTION 13.07.           Rules by Trustee, Paying Agent and Registrar............................      73
SECTION 13.08.           Legal Holidays..........................................................      73
SECTION 13.09.           Governing Law...........................................................      73
SECTION 13.10.           No Recourse Against Others..............................................      73
SECTION 13.11.           Successors..............................................................      74
SECTION 13.12.           Multiple Originals......................................................      74
SECTION 13.13.           Table of Contents; Headings.............................................      74




Appendix A -  Provisions Relating to Initial Notes,
              Private Exchange Notes and Exchange Notes
Exhibit A  -  Form of Initial Note
Exhibit B  -  Form of Exchange Note
Exhibit C  -  Form of Supplemental Indenture
Exhibit D  -  Form of Transferee Letter of Representation
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                                    INDENTURE dated as of May 7, 1999, among
                           American Media Operations, Inc., a Delaware
                           corporation (the "Company"), National Enquirer,
                           Inc., a Florida corporation, Star Editorial, Inc., a
                           Delaware corporation, SOM Publishing, Inc., a
                           Florida corporation, Weekly World News, Inc., a
                           Florida corporation, Country Weekly, Inc., a
                           Delaware corporation, Distribution Services, Inc., a
                           Delaware corporation, Fairview Printing, Inc., a
                           Florida corporation, NDSI, Inc., a Delaware
                           corporation, Biocide, Inc., a Delaware corporation,
                           Health Xtra, Inc., a Florida corporation, Retail
                           Marketing Network, Inc., a Delaware corporation,
                           American Media Marketing, Inc., a Florida
                           corporation, and Marketing Services, Inc., a
                           Delaware corporation (collectively, the "Note
                           Guarantors"), and The Chase Manhattan Bank, a New
                           York banking corporation, as trustee (the
                           "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (a) the
Company's 10 1/4% Senior Subordinated Notes due 2009 issued on the date hereof
(the "Initial Notes"), (b) if and when issued as provided in the Registration
Agreement (as defined in Appendix A hereto (the "Appendix")), the Company's 10
1/4% Senior Subordinated Notes due 2009 issued in the Registered Exchange Offer
(as defined in the Appendix) in exchange for any Initial Notes (the "Exchange
Notes") and (c) if and when issued as provided in the Registration Agreement,
the Private Exchange Notes (as defined in the Appendix, and together with the
Initial Notes and any Exchange Notes issued hereunder, the "Notes") issued in
the Private Exchange (as defined in the Appendix). Except as otherwise provided
herein, the Notes shall be limited to $250,000,000 in aggregate principal
amount outstanding.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01.  DEFINITIONS.

                  "Additional Assets" means (a) any property or assets (other
than Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Permitted Business; (b) the Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary; or (c) Capital Stock
constituting a minority interest in any Person that at such time is a
Restricted Subsidiary; PROVIDED, HOWEVER, that any such Restricted Subsidiary
described in clauses (b) or (c) above is primarily engaged in a Permitted
Business.

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Sections 4.06 and 4.07 only, "Affiliate" shall also
mean any beneficial owner of shares representing 10% or more of the total



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voting power of the Voting Stock (on a fully diluted basis) of the Company or
Holdings or of rights or warrants to purchase such Voting Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (b) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary or (c)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary; other
than, in the case of (a), (b) and (c) above, (i) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Note Guarantor, (ii) any sale of Capital Stock in, or Indebtedness or other
securities of, an Unrestricted Subsidiary, (iii) transactions permitted under
Section 5.01(a), (iv) an issuance of Capital Stock by a Restricted Subsidiary
of the Company to the Company or to a Restricted Subsidiary, (v) for purposes
of Section 4.06 only, a disposition subject to Section 4.04, (vi) any Permitted
Asset Swap and (vii) any disposition of assets with a Fair Market Value of not
more than $500,000.

                  "Attributable Debt" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Notes, compounded annually) of
the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended).

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (a) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or scheduled redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment, by (b) the sum
of all such payments.

                  "Bank Indebtedness" means any and all amounts payable under
or in respect of the Credit Agreement and any Refinancing Indebtedness with
respect thereto, as amended from time to time, including principal, premium (if
any), interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts
payable thereunder or in respect thereof.

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of the Board
of Directors of the Company.

                  "Business Day" means each day which is not a Legal Holiday.



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                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.

                  "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be prepaid
by the lessee without payment of a penalty.

                  "Change of Control" means the occurrence of any of the
following events:

                  (a) prior to the earlier to occur of (i) the first public
         offering of common stock of Holdings or (ii) the first public offering
         of common stock of the Company, the Permitted Holders cease to be the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act), directly or indirectly, of a majority in the aggregate
         of the total voting power of the Voting Stock of the Company or
         Holdings, whether as a result of issuance of securities of Holdings or
         the Company, any merger, consolidation, liquidation or dissolution of
         Holdings or the Company, any direct or indirect transfer of securities
         by any Permitted Holder or otherwise (for purposes of this clause (a)
         and clause (b) below, the Permitted Holders shall be deemed to
         beneficially own any Voting Stock of an entity (the "specified
         entity") held by any other entity (the "parent entity") so long as the
         Permitted Holders beneficially own (as so defined), directly or
         indirectly, in the aggregate a majority of the voting power of the
         Voting Stock of the parent entity);

                  (b) (i) any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act), other than one or more Permitted
         Holders, is or becomes the beneficial owner (as defined in clause (a)
         above, except that for purposes of this clause (b) such person shall
         be deemed to have "beneficial ownership" of all shares that any such
         person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time), directly or
         indirectly, of more than 35% of the total voting power of the Voting
         Stock of the Company or Holdings and (ii) the Permitted Holders
         "beneficially own" (as defined in clause (a) above), directly or
         indirectly, in the aggregate a lesser percentage of the total voting
         power of the Voting Stock of the Company or Holdings than such other
         person and do not have the right or ability by voting power, contract
         or otherwise to elect or designate for election a majority of the
         board of directors of the Company or Holdings, as the case may be (for
         the purposes of this clause (b), such other person shall be deemed to
         beneficially own any Voting Stock of a specified entity held by a
         parent entity, if such other person is the beneficial owner (as
         defined in this clause (b)), directly or indirectly, of more than 35%
         of the voting power of the Voting Stock of such parent entity and the
         Permitted Holders "beneficially own" (as defined in clause (a) above),
         directly or indirectly, in the aggregate a lesser percentage of the
         voting power of the Voting Stock of



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                                                                              4


         such parent entity and do not have the right or ability by voting
         power, contract or otherwise to elect or designate for election a
         majority of the board of directors of such parent entity);

                  (c) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the board of directors
         of the Company or Holdings, as the case may be (together with any new
         directors whose election by such board of directors of the Company or
         Holdings, as the case may be, or whose nomination for election by the
         shareholders of the Company or Holdings, as the case may be, was
         approved by a vote of 66 2/3% of the directors of the Company or
         Holdings, as the case may be, then still in office who were either
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the board of directors of the
         Company or Holdings, as the case may be, then in office;

                  (d) the adoption of a plan relating to the liquidation or
         dissolution of the Company or Holdings;

                  (e) the merger or consolidation of the Company or Holdings
         with or into another Person or the merger of another Person with or
         into the Company or Holdings, or the sale of all or substantially all
         the assets of the Company or Holdings to another Person (other than a
         Person that is controlled by the Permitted Holders), and, in the case
         of any such merger or consolidation, the securities of the Company or
         Holdings that are outstanding immediately prior to such transaction
         and which represent 100% of the aggregate voting power of the Voting
         Stock of the Company or Holdings are changed into or exchanged for
         cash, securities or property, unless pursuant to such transaction such
         securities are changed into or exchanged for, in addition to any other
         consideration, securities of the surviving Person or transferee that
         represent immediately after such transaction, at least a majority of
         the aggregate voting power of the Voting Stock of the surviving Person
         or transferee; or

                  (f) Evercore no longer has the direct or indirect power to
         appoint or to approve the appointment of a majority of the managers of
         (or other individuals comprising) the board of managers or other
         governing body of EMP Group L.L.C.

                  "Closing Date" means the date of this Indenture.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the indenture securities.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its Consolidated Restricted
Subsidiaries, plus, to the extent Incurred by the Company and its Restricted
Subsidiaries in such period but not included in such interest expense, (a)
interest expense attributable to Capitalized Lease Obligations



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and the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction, (b) amortization of debt discount and debt issuance
costs, (c) capitalized interest, (d) noncash interest expense, (e) commissions,
discounts and other fees and charges attributable to letters of credit and
bankers' acceptance financing, (f) interest accruing on any Indebtedness of any
other Person to the extent such Indebtedness is Guaranteed by the Company or
any Restricted Subsidiary, (g) net costs associated with Hedging Obligations,
(h) dividends in respect of all Disqualified Stock of the Company and all
Preferred Stock of any of the Restricted Subsidiaries of the Company, to the
extent held by Persons other than the Company or a Wholly Owned Subsidiary, (i)
interest Incurred in connection with investments in discontinued operations and
(j) the cash contributions to any employee stock ownership plan or similar
trust to the extent such contributions are used by such plan or trust to pay
interest or fees to any Person (other than the Company) in connection with
Indebtedness Incurred by such plan or trust. Notwithstanding anything to the
contrary contained herein, commissions, discounts, yield and other fees and
charges Incurred in connection with any transaction pursuant to which the
Company or any Subsidiary of the Company may sell, convey or otherwise transfer
or grant a security interest in any accounts receivable or related assets shall
be included in Consolidated Interest Expense.

                  "Consolidated Net Income" means, for any period, the net
income of the Company and its Consolidated Subsidiaries for such period;
PROVIDED, HOWEVER, that there shall not be included in such Consolidated Net
Income:

                  (a) any net income of any Person (other than the Company) if
         such Person is not a Restricted Subsidiary, except that (i) subject to
         the limitations contained in clause (d) below, the Company's equity in
         the net income of any such Person for such period shall be included in
         such Consolidated Net Income up to the aggregate amount of cash
         actually distributed by such Person during such period to the Company
         or a Restricted Subsidiary as a dividend or other distribution
         (subject, in the case of a dividend or other distribution made to a
         Restricted Subsidiary, to the limitations contained in clause (c)
         below) and (ii) the Company's equity in a net loss of any such Person
         for such period shall be included in determining such Consolidated Net
         Income to the extent such loss has been funded with cash from the
         Company or a Restricted Subsidiary;

                  (b) any net income (or loss) of any Person acquired by the
         Company or a Subsidiary in a pooling of interests transaction for any
         period prior to the date of such acquisition;

                  (c) any net income (or loss) of any Restricted Subsidiary
         (other than any Note Guarantor) if such Restricted Subsidiary is
         subject to restrictions, directly or indirectly, on the payment of
         dividends or the making of distributions by such Restricted
         Subsidiary, directly or indirectly, to the Company, except that (i)
         subject to the limitations contained in clause (d) below, the
         Company's equity in the net income of any such Restricted Subsidiary
         for such period shall be included in such Consolidated Net Income up
         to the aggregate amount of cash actually distributed by such
         Restricted Subsidiary during such period to the Company or another
         Restricted Subsidiary as a dividend or other distribution (subject, in
         the case of a dividend or other distribution made to another
         Restricted Subsidiary, to the limitation contained in this clause) and
         (ii) the Company's



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                                                                              6


         equity in a net loss of any such Restricted Subsidiary for such period
         shall be included in determining such Consolidated Net Income;

                  (d) any gain (loss) realized upon the sale or other
         disposition of any asset of the Company or its Consolidated
         Subsidiaries (including pursuant to any Sale/Leaseback Transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business and any gain (loss) realized upon the sale or other
         disposition of any Capital Stock of any Person;

                  (e) any extraordinary gain or loss; and

                  (f) the cumulative effect of a change in accounting
                      principles.

                  "Consolidation" means the consolidation of the amounts of
each of the Restricted Subsidiaries with those of the Company in accordance
with GAAP consistently applied; PROVIDED, HOWEVER, that "Consolidation" shall
not include consolidation of the accounts of any Unrestricted Subsidiary, but
the interest of the Company or any Restricted Subsidiary in an Unrestricted
Subsidiary shall be accounted for as an investment. The term "Consolidated" has
a correlative meaning.

                  "Credit Agreement" means the credit agreement dated as of May
7, 1999, initially among Holdings, the Company, the lenders thereunder and The
Chase Manhattan Bank, as administrative agent for such lenders, as amended,
restated, supplemented, waived, replaced (whether or not upon termination),
restructured, repaid, refunded, refinanced or otherwise modified from time to
time including any agreement extending the maturity thereof or otherwise
restructuring all or any portion of the Indebtedness under such agreement or
increasing the amount loaned thereunder or altering the maturity thereof.

                  "Currency Agreement" means with respect to any Person any
foreign exchange contract, currency swap agreements or other similar agreement
or arrangement to which such Person is a party or of which it is a beneficiary.

                  "Default" means any event which is, or after notice or
passage of time or both would be, an Event of Default.

                  "Designated Noncash Consideration" means the Fair Market
Value of noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Disposition that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of Temporary Cash
Investments received in connection with a subsequent sale of such Designated
Noncash Consideration.

                  "Designated Senior Indebtedness" of the Company means (a) the
Bank Indebtedness and (b) any other Senior Indebtedness of the Company that, at
the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $10.0 million and is specifically designated by the
Company in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture. "Designated
Senior Indebtedness" of a Note Guarantor has a correlative meaning.



<PAGE>   13
                                                                              7


                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (a) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (b) is convertible or exchangeable for
Indebtedness or Disqualified Stock (excluding Capital Stock convertible or
exchangeable solely at the option of the Company or a Restricted Subsidiary;
PROVIDED that any such conversion or exchange shall be deemed an Incurrence of
Indebtedness or an issuance of Disqualified Stock, as applicable) or (c) is
redeemable at the option of the holder thereof, in whole or in part, in the
case of each of clauses (a), (b) and (c) on or prior to 91 days after the
Stated Maturity of the Notes; PROVIDED, HOWEVER, that any Capital Stock that
would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to 91 days after the Stated Maturity of the Notes shall not
constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than the provisions of Sections 4.06 and 4.08;
PROVIDED, HOWEVER, that only the portion of Capital Stock which so matures or
is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date shall be
deemed to be Disqualified Stock; PROVIDED FURTHER, HOWEVER, that if such
Capital Stock is issued to any employee or to any plan for the benefit of
employees of the Company or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Company in order to satisfy
applicable statutory or regulatory obligations or as a result of such
employee's termination, death or disability.

                  "EBITDA" for any period means the Consolidated Net Income for
such period, plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income: (a) Consolidated income tax expense,
(b) Consolidated Interest Expense, (c) Consolidated depreciation expense, (d)
Consolidated amortization expense (excluding amortization expense attributable
to a prepaid cash item that was paid in a prior period), (e) any nonrecurring
expenses or charges related to any Equity Offering, Permitted Investment,
acquisition or Indebtedness permitted to be incurred by this Indenture (whether
or not successful) (including fees, expenses or charges related to the
Transactions, including the Make-Whole Payments), (f) the amount of any annual
monitoring fees paid to Evercore in an amount not to exceed $750,000 during any
fiscal year, (g) any severance expenses related to the Transactions or
make-whole or similar payments or any corporate relocation expenses arising
from the relocation of the Company or such Restricted Subsidiary from any of
the facilities in which they are located on the Closing Date, in each case
Incurred or made within eighteen months after the Closing Date in an amount,
taken together with all other amounts under this clause (g), not to exceed $3.0
million in the aggregate, and (h) any other noncash charges reducing
Consolidated Net Income for such period (excluding any such charge which
consists of or requires an accrual of, or cash reserve for, any anticipated
cash charges for any prior or in any future period). Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization and non-cash charges of, a Restricted Subsidiary
of the Company shall be added to Consolidated Net Income to compute EBITDA only
to the extent (and in the same proportion) that the net income of such
Restricted Subsidiary was included in calculating Consolidated Net Income;
PROVIDED, HOWEVER, that with respect to any Restricted Subsidiary other than a
Note Guarantor, such amount shall be added to Consolidated Net Income to
compute



<PAGE>   14
                                                                              8


EBITDA only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders.

                  "Equity Offering" means any public or private sale of common
stock or Preferred Stock of the Company or Holdings (other than Disqualified
Stock), other than public offerings with respect to the Company's or Holdings's
common stock registered on Form S-8 or other issuances upon exercise of options
by employees of the Company or any of its Restricted Subsidiaries.

                  "Evercore" means Evercore Capital Partners L.P., a Delaware
limited partnership, and its Affiliates.

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. For purposes of (a) Section 4.04(a) (iv) (3)(B), (b) the
definition of "Permitted Asset Swap" and (c) calculating the Fair Market Value
of Designated Noncash Consideration, the Fair Market Value of property or
assets other than cash which involves (i) an aggregate amount in excess of $2.0
million, shall be set forth in a resolution approved by at least a majority of
the Board of Directors and (ii) an aggregate amount in excess of $10.0 million,
shall have been determined in writing by a nationally recognized appraisal or
investment banking firm. For all other purposes of this Indenture, Fair Market
Value shall be determined in good faith by the Board of Directors, whose
determination shall be conclusive and evidenced by a resolution of the Board of
Directors.

                  "GAAP" means generally accepted accounting principles in the
United States as in effect as of the Closing Date, including those set forth in
(a) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (b) statements and
pronouncements of the Financial Accounting Standards Board, (c) such other
statements by such other entities as approved by a significant segment of the
accounting profession and (d) unless otherwise indicated, all ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other
obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (b) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); PROVIDED, HOWEVER, that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary



<PAGE>   15
                                                                              9


course of business. The term "Guarantee" used as a verb has a corresponding
meaning. The term "Guarantor" shall mean any Person Guaranteeing any
obligation.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.

                  "Holder" means the Person in whose name a Note is registered
on the Registrar's books.

                  "Holdings" means the parent of the Company, American Media,
Inc., a Delaware corporation, until a successor replaces it and, thereafter,
means the successor.

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary. The term "Incurrence" when
used as a noun shall have a correlative meaning. The accretion of principal of
a non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication),

                  (a) the principal of and premium (if any) in respect of
         indebtedness of such Person for borrowed money;

                  (b) the principal of and premium (if any) in respect of
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

                  (c) all obligations of such Person in respect of letters of
         credit or other similar instruments (including reimbursement
         obligations with respect thereto);

                  (d) all obligations of such Person to pay the deferred and
         unpaid purchase price of property or services (except Trade Payables),
         which purchase price is due more than six months after the date of
         placing such property in service or taking delivery and title thereto
         or the completion of such services;

                  (e) all Capitalized Lease Obligations and all Attributable
         Debt of such Person;

                  (f) the amount of all obligations of such Person with respect
         to the redemption, repayment or other repurchase of any Disqualified
         Stock or, with respect to any Subsidiary of such Person, any Preferred
         Stock (but excluding, in each case, any accrued dividends);

                  (g) all Indebtedness of other Persons secured by a Lien on
         any asset of such Person, whether or not such Indebtedness is assumed
         by such Person; PROVIDED, HOWEVER, that the amount of Indebtedness of
         such Person shall be the lesser of (i) the Fair Market Value of such
         asset at such date of determination and (ii) the amount of such
         Indebtedness of such other Persons;



<PAGE>   16
                                                                             10


                  (h) Hedging Obligations of such Person;

                  (i) to the extent not otherwise included, the amount then
         outstanding (I.E., advanced, and received by, and available for use
         by, such Person) under any receivables financing (as set forth in the
         books and records of such Person and confirmed by the agent, trustee
         or other representative of the institution or group providing such
         receivables financing); and

                  (j) all obligations of the type referred to in clauses (a)
         through (i) of other Persons and all dividends of other Persons for
         the payment of which, in either case, such Person is responsible or
         liable, directly or indirectly, as obligor, guarantor or otherwise,
         including by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations at such date.

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "Interest Rate Agreement" means with respect to any Person
any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or is a
beneficiary.

                  "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender) or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person; PROVIDED that
(a) Hedging Obligations entered into in the ordinary course of business and in
compliance with this Indenture, (b) endorsements of negotiable instruments and
documents in the ordinary course of business and (c) an acquisition of assets,
Capital Stock or other securities by the Company for consideration consisting
exclusively of Capital Stock (other than Disqualified Stock) of the Company
shall not be deemed to be an Investment. For purposes of the definition of
"Unrestricted Subsidiary" and Section 4.04:

                  (a) "Investment" shall include the portion (proportionate to
         the Company's equity interest in such Subsidiary) of the Fair Market
         Value of the net assets of any Subsidiary of the Company at the time
         that such Subsidiary is designated an Unrestricted Subsidiary;
         PROVIDED, HOWEVER, that upon a redesignation of such Subsidiary as a
         Restricted Subsidiary, the Company shall be deemed to continue to have
         a permanent "Investment" in an Unrestricted Subsidiary in an amount
         (if positive) equal to



<PAGE>   17
                                                                             11

                           (i) the Company's "Investment" in such Subsidiary at
                  the time of such redesignation less

                           (ii) the portion (proportionate to the Company's
                  equity interest in such Subsidiary) of the Fair Market Value
                  of the net assets of such Subsidiary at the time of such
                  redesignation; and

                  (b) any property transferred to or from an Unrestricted
         Subsidiary shall be valued at its Fair Market Value at the time of
         such transfer.

                  "Leverage Ratio" as of any date of determination means the
ratio of:

                  (a) Total Consolidated Indebtedness as of the date of
         determination to

                  (b) the aggregate amount of EBITDA for the period of the most
         recent four consecutive fiscal quarters ending at the end of the most
         recent fiscal quarter for which financial statements are available;

PROVIDED, HOWEVER, that

                           (i) if the Company or any Restricted Subsidiary has
                  Incurred any Indebtedness since the beginning of such period
                  that remains outstanding on such date of determination or if
                  the transaction giving rise to the need to calculate the
                  Leverage Ratio is an Incurrence of Indebtedness, EBITDA and,
                  for the purpose of calculating EBITDA, Consolidated Interest
                  Expense for such period shall be calculated after giving
                  effect on a pro forma basis to such Indebtedness as if such
                  Indebtedness had been Incurred on the first day of such
                  period and the discharge of any other Indebtedness repaid,
                  repurchased, defeased or otherwise discharged with the
                  proceeds of such new Indebtedness as if such discharge had
                  occurred on the first day of such period,

                           (ii) if the Company or any Restricted Subsidiary has
                  repaid, repurchased, defeased or otherwise discharged any
                  Indebtedness since the beginning of such period or if any
                  Indebtedness is to be repaid, repurchased, defeased or
                  otherwise discharged (in each case other than Indebtedness
                  Incurred under any revolving credit facility unless such
                  Indebtedness has been permanently repaid and has not been
                  replaced) on the date of the transaction giving rise to the
                  need to calculate the Leverage Ratio, EBITDA and, for the
                  purpose of calculating EBITDA, Consolidated Interest Expense
                  for such period shall be calculated on a pro forma basis as
                  if such discharge had occurred on the first day of such
                  period and as if the Company or such Restricted Subsidiary
                  has not earned the interest income actually earned during
                  such period in respect of cash or Temporary Cash Investments
                  used to repay, repurchase, defease or otherwise discharge
                  such Indebtedness,

                           (iii) if since the beginning of such period the
                  Company or any Restricted Subsidiary shall have made any
                  Asset Disposition, EBITDA for such period shall be reduced by
                  an amount equal to EBITDA (if positive) directly attributable
                  to the assets that are the subject of such Asset



<PAGE>   18
                                                                             12


                  Disposition for such period or increased by an amount equal
                  to EBITDA (if negative) directly attributable thereto for
                  such period and, for the purpose of calculating EBITDA,
                  Consolidated Interest Expense for such period shall be
                  reduced by an amount equal to the Consolidated Interest
                  Expense directly attributable to any Indebtedness of the
                  Company or any Restricted Subsidiary repaid, repurchased,
                  defeased or otherwise discharged with respect to the Company
                  and its continuing Restricted Subsidiaries in connection with
                  such Asset Disposition for such period (or, if the Capital
                  Stock of any Restricted Subsidiary is sold, the Consolidated
                  Interest Expense for such period directly attributable to the
                  Indebtedness of such Restricted Subsidiary to the extent the
                  Company and its continuing Restricted Subsidiaries are no
                  longer liable for such Indebtedness after such sale),

                           (iv) if since the beginning of such period the
                  Company or any Restricted Subsidiary (by merger or otherwise)
                  shall have made an Investment in any Restricted Subsidiary
                  (or any Person that becomes a Restricted Subsidiary) or an
                  acquisition of assets, including any acquisition of assets
                  occurring in connection with a transaction causing a
                  calculation to be made hereunder, which constitutes all or
                  substantially all of an operating unit of a business, EBITDA
                  and, for the purpose of calculating EBITDA, Consolidated
                  Interest Expense for such period shall be calculated after
                  giving pro forma effect thereto (including the Incurrence of
                  any Indebtedness) as if such Investment or acquisition
                  occurred on the first day of such period, and

                           (v) if since the beginning of such period any Person
                  (that subsequently became a Restricted Subsidiary or was
                  merged with or into the Company or any Restricted Subsidiary
                  since the beginning of such period) shall have made any Asset
                  Disposition or any Investment or acquisition of assets that
                  would have required an adjustment pursuant to clause (iii) or
                  (iv) above if made by the Company or a Restricted Subsidiary
                  during such period, EBITDA and, for the purpose of
                  calculating EBITDA, Consolidated Interest Expense for such
                  period shall be calculated after giving pro forma effect
                  thereto as if such Asset Disposition, Investment or
                  acquisition of assets occurred on the first day of such
                  period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be
determined in good faith by a responsible financial or accounting Officer of
the Company. Any such pro forma calculations may include operating expense
reductions for such period resulting from the acquisition which is being given
pro forma effect that (a) would be permitted pursuant to Article XI of
Regulation S-X under the Securities Act or (b) have been realized or for which
the steps necessary for realization have been taken or are reasonably expected
to be taken within six months following any such acquisition, including the
execution or termination of any contracts, the termination of any personnel or
the closing (or approval by the Board of Directors of any closing) of any
facility, as applicable, PROVIDED that, in either case, such adjustments are
set forth in an Officers' Certificate signed by the Company's chief



<PAGE>   19
                                                                             13


financial officer and another Officer which states (i) the amount of such
adjustment or adjustments, (ii) that such adjustment or adjustments are based
on the reasonable good faith beliefs of the Officers executing such Officers'
Certificate at the time of such execution and (iii) that any related Incurrence
of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term as at the
date of determination in excess of twelve months).

                  "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or
other title retention agreement or lease in the nature thereof).

                  "liquidated damages" means any liquidated damages payable
under the Registration Agreement.

                  "Make-Whole Payments" means payments in the aggregate of
approximately $4.0 million that David J. Pecker, under his employment agreement
with EMP Group L.L.C., as in effect on the Closing Date (which agreement shall
be assumed by Holdings in the Merger), is entitled to in connection with the
compensation he forfeited upon termination of his employment with Hachette
Filipacchi Magazines, Inc., a portion of which became payable upon Mr. Pecker's
termination of employment on March 31, 1999 and the remaining portion of which
shall be payable on April 15, 2000.

                  "Merger" means the merger of EMP Acquisition Corp., a company
formed by Evercore, with and into Holdings pursuant to an Agreement and Plan of
Merger dated as of February 16, 1999. Holdings will be the surviving
corporation of the Merger.

                  "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to the properties or assets that are
the subject of such Asset Disposition or received in any other noncash form)
therefrom, in each case net of (a) all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (b) all
payments made on any Indebtedness which is secured by any assets subject to
such Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by
its terms, or in order to obtain a necessary consent to such Asset Disposition,
or by applicable law be repaid out of the proceeds from such Asset Disposition,
(c) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such Asset
Disposition and (d) appropriate amounts to be provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the
property or other assets disposed of in



<PAGE>   20
                                                                             14

such Asset Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition.

                  "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                  "Note Guarantee" means each Guarantee of the obligations with
respect to the Notes issued by any Person pursuant to the terms of this
Indenture.

                  "Note Guarantor" means any Person that has issued a Note
Guarantee.

                  "Notes" means the Notes issued under this Indenture.

                  "Officer" means the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer or the Secretary of the Company. An "Officer" of a
Note Guarantor has a correlative meaning.

                  "Officers' Certificate" means a certificate signed by two
Officers.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or a Note Guarantor, as applicable, or the Trustee.

                  "Permitted Asset Swap" means any one or more transactions in
which the Company or any Restricted Subsidiary exchanges assets (other than the
trademarks or other assets related to the publication titled NATIONAL ENQUIRER
or the publication titled STAR) for consideration consisting of (a) assets used
or useful in a Permitted Business and (b) any cash or Temporary Cash
Investments (PROVIDED that such cash or Temporary Cash investments will be
considered Net Available Cash from an Asset Disposition); PROVIDED, HOWEVER,
that the Fair Market Value of the assets received by the Company or such
Restricted Subsidiary in such exchange, together with the amount of any cash or
Temporary Cash Investments also received in such exchange, shall be at least
equal to the Fair Market Value of the assets exchanged by the Company or such
Restricted Subsidiary.

                  "Permitted Business" means any business engaged in by the
Company or any Restricted Subsidiary on the Closing Date and any Related
Business.

                  "Permitted Holders" means EMP Group L.L.C. and any Person
acting in the capacity of an underwriter in connection with a public or private
offering of the Company's or Holdings' Capital Stock.

                  "Permitted Investment" means

                  (a) an Investment by the Company or any Restricted Subsidiary
         in the Company, a Restricted Subsidiary or a Person that will, upon
         the making of such Investment, become a Restricted Subsidiary;
         PROVIDED, HOWEVER, that the primary business of such Restricted
         Subsidiary is a Permitted Business;



<PAGE>   21
                                                                             15


                  (b) an Investment by the Company or any Restricted Subsidiary
         in another Person if as a result of such Investment such other Person
         is merged or consolidated with or into, or transfers or conveys all or
         substantially all its assets to, the Company or a Restricted
         Subsidiary; PROVIDED, HOWEVER, that such Person's primary business is
         a Permitted Business;

                  (c) an Investment by the Company or any Restricted Subsidiary
         in Temporary Cash Investments;

                  (d) receivables owing to the Company or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         PROVIDED, HOWEVER, that such trade terms may include such
         concessionary trade terms as the Company or any such Restricted
         Subsidiary deems reasonable under the circumstances;

                  (e) payroll, travel and similar advances to cover matters
         that are expected at the time of such advances ultimately to be
         treated as expenses for accounting purposes and that are made in the
         ordinary course of business;

                  (f) loans or advances to employees of the Company or such
         Restricted Subsidiary made in the ordinary course of business not
         exceeding $5 million in the aggregate outstanding at any time;

                  (g) an Investment by the Company or any Restricted Subsidiary
         in stock, obligations or securities received in settlement of debts
         created in the ordinary course of business and owing to the Company or
         any Restricted Subsidiary or in satisfaction of judgments;

                  (h) an Investment by the Company or any Restricted Subsidiary
         in any Person to the extent such Investment represents the noncash
         portion of the consideration received for an Asset Disposition that
         was made pursuant to and in compliance with Section 4.06;

                  (i) any Investment existing on the Closing Date;

                  (j) Guarantees (including the Note Guarantees) of
         Indebtedness permitted under this Indenture; and

                  (k) without duplication, any Investment in any Person, the
         amount of which, together with all other Investments in other Persons
         made pursuant to this clause (k), does not exceed $25.0 million in the
         aggregate at any time outstanding.

                  "Permitted Junior Securities" shall mean debt or equity
securities of the Company or any successor corporation issued pursuant to a
plan of reorganization or readjustment of the Company that are subordinated to
the payment of all then outstanding Senior Indebtedness of the Company at least
to the same extent that the Notes are subordinated to the payment of all Senior
Indebtedness of the Company on the Closing Date, so long as to the extent that
any Senior Indebtedness of the Company outstanding on the date of consummation
of any such plan of reorganization or readjustment is not paid in full in cash
or Cash Equivalents on such date, the holders of



<PAGE>   22
                                                                             16


any such Senior Indebtedness not so paid in full in cash have consented to the
terms of such plan or reorganization or readjustment. "Permitted Junior
Securities" of a Note Guarantor has a correlative meaning.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) that
is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.

                  "principal" of a Note means the principal of the Note plus
the premium, if any, payable on the Note which is due or overdue or is to
become due at the relevant time.

                  "Purchase Money Indebtedness" means Indebtedness (a)
consisting of the deferred purchase price of an asset, conditional sale
obligations, obligations under any title retention agreement and other purchase
money obligations, in each case where the maturity of such Indebtedness does
not exceed the anticipated useful life of the asset being financed, and (b)
incurred to finance the acquisition by the Company or a Restricted Subsidiary
of such asset, including additions and improvements; PROVIDED, HOWEVER, that
such Indebtedness is incurred within 180 days after the acquisition by the
Company or such Restricted Subsidiary of such asset.

                  "Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Refinancing Indebtedness" means Indebtedness that is
Incurred to refund, refinance, replace, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) any Indebtedness of the
Company or any Restricted Subsidiary existing on the Closing Date or Incurred
in compliance with this Indenture including Indebtedness of the Company that
Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that (a) the
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (b) the Refinancing Indebtedness
has an Average Life at the time such Refinancing Indebtedness is Incurred that
is equal to or greater than the Average Life of the Indebtedness being
refinanced, (c) such Refinancing Indebtedness is Incurred in an aggregate
principal amount (or if issued with original issue discount, an aggregate issue
price), plus costs related to the issuance of such Refinancing Indebtedness,
that is equal to or less than the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being Refinanced and (d) if the Indebtedness being Refinanced is
subordinated in right of payment to the Notes, such Refinancing Indebtedness is
subordinated in right of payment to the Notes at least to the same extent as
the Indebtedness being Refinanced; PROVIDED FURTHER, HOWEVER, that Refinancing
Indebtedness shall not include (i) Indebtedness of a Restricted Subsidiary
other than a



<PAGE>   23
                                                                             17


Note Guarantor that Refinances Indebtedness of the Company or (ii) Indebtedness
of the Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.

                  "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Closing Date.

                  "Representative" means the trustee, agent or representative
(if any) for an issue of Senior Indebtedness.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien. "Secured Indebtedness" of a Note Guarantor has a correlative
meaning.

                  "Securities Act" means the Securities Act of 1933.

                  "Senior Indebtedness" of the Company or any Note Guarantor
means the principal of, premium (if any) and accrued and unpaid interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of the Company or any Note Guarantor,
regardless of whether or not a claim for post-filing interest is allowed in
such proceedings) and fees and other amounts owing in respect of, Bank
Indebtedness and all other Indebtedness of the Company or any Note Guarantor,
whether outstanding on the Closing Date or thereafter Incurred, unless in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such obligations are not superior, or are
subordinated, in right of payment to the Notes or such Note Guarantor's Note
Guarantee; PROVIDED, HOWEVER, that Senior Indebtedness shall not include (a)
any obligation of the Company to any Subsidiary of the Company or of such Note
Guarantor to the Company or any other Subsidiary of the Company, (b) any
liability for Federal, state, local or other taxes owed or owing by the Company
or such Note Guarantor, (c) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including Guarantees
thereof or instruments evidencing such liabilities), (d) any Indebtedness or
obligation of the Company or such Note Guarantor (and any accrued and unpaid
interest in respect thereof) that by its terms is subordinate or junior in any
respect to any other Indebtedness or obligation of the Company or such Note
Guarantor, including any Senior Subordinated Indebtedness and any Subordinated
Obligations, (e) any obligations with respect to any Capital Stock or (f) any
Indebtedness Incurred in violation of this Indenture.



<PAGE>   24
                                                                             18


                  "Senior Subordinated Indebtedness" of the Company means the
Notes and any other Indebtedness of the Company that specifically provides that
such Indebtedness is to rank PARI PASSU with the Notes in right of payment and
is not subordinated by its terms in right of payment to any Indebtedness or
other obligation of the Company which is not Senior Indebtedness. "Senior
Subordinated Indebtedness" of a Note Guarantor has a correlative meaning.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).

                  "Subordinated Obligation" means any Indebtedness of the
Company (whether outstanding on the Closing Date or thereafter Incurred) that
is subordinate or junior in right of payment to the Notes pursuant to a written
agreement. "Subordinated Obligation" of a Note Guarantor has a correlative
meaning.

                  "Subsidiary" of any Person means any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (a) such Person,
(b) such Person and one or more Subsidiaries of such Person or (c) one or more
Subsidiaries of such Person.

                  "Temporary Cash Investments" means any of the following: (a)
any investment in direct obligations of the United States or any agency thereof
or obligations Guaranteed by the United States or any agency thereof, (b)
investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of acquisition thereof issued by
a bank or trust company that is organized under the laws of the United States,
any state thereof or any foreign country recognized by the United States having
capital, surplus and undivided profits aggregating in excess of $250,000,000
(or the foreign currency equivalent thereof) and whose long-term debt is rated
"A" (or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act), (c) repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clause (a) above
entered into with a bank meeting the qualifications described in clause (b)
above, (d) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
or any foreign country recognized by the United States with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard
and Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc.
("S&P"), and (e) investments in securities with maturities of six months or
less from the date of



<PAGE>   25
                                                                             19


acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, or by any political subdivision or taxing authority
thereof, and rated at least "A" by S&P or "A" by Moody's Investors Service,
Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the Closing Date.

                  "Total Assets" means the total Consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company.

                  "Total Consolidated Indebtedness" means the aggregate amount
of all Indebtedness of the Company and its Restricted Subsidiaries, outstanding
as of the date of determination, determined on a Consolidated basis, after
giving effect to any Incurrence of Indebtedness and the application of the
proceeds therefrom giving rise to such determination.

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business in connection with the acquisition of goods or services.

                  "Transactions" has the meaning assigned thereto in the
Offering Memorandum relating to the issuance of the Notes dated April 30, 1999.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.

                  "Trust Officer" means the Chairman of the Board, the
President or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Subsidiary" means (a) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (b) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; PROVIDED, HOWEVER, that either (i) the Subsidiary to be so
designated has total Consolidated assets of $1,000 or less or (ii) if such
Subsidiary has Consolidated assets greater than $1,000, then such designation
would be permitted under Section 4.04. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED, HOWEVER, that
immediately after giving effect to such designation (1) the Company could Incur
$1.00 of additional Indebtedness under Section 4.03(a) and (2) no Default shall
have occurred and be continuing. Any such designation of a Subsidiary as a
Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee



<PAGE>   26
                                                                             20

a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States (including any agency or instrumentality thereof) for the payment
of which the full faith and credit of the United States is pledged and which
are not callable or redeemable at the issuer's option.

                  "Voting Stock" of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof.

                  "Wholly Owned Subsidiary" means a Restricted Subsidiary of
the Company all the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly Owned Subsidiary.

                  SECTION 1.02.  OTHER DEFINITIONS.
<TABLE>
<CAPTION>

                                                                                         Defined in
Term                                                                                       Section
----                                                                                     -----------
<S>                                                                                        <C>
"Affiliate Transaction"..........................................................          4.07(a)
"Bankruptcy Law".................................................................          6.01
"Blockage Notice"................................................................         10.03
"covenant defeasance option".....................................................          8.01(b)
"Custodian"......................................................................          6.01
"Event of Default"...............................................................          6.01
"Exchange Offer Registration Statement"..........................................         Appendix
"Guarantee Blockage Notice"......................................................          12.03
"Guarantee Payment Blockage Period"..............................................          12.03
"Issue Date".....................................................................         Appendix
"legal defeasance option"........................................................           8.01(b)
"Legal Holiday"..................................................................          13.08
"Offer"..........................................................................           4.06(b)
"Offer Amount"...................................................................           4.06(c)(2)
"Offer Period"...................................................................           4.06(c)(2)
"pay the Notes"..................................................................          10.03
"pay the Guarantees".............................................................          12.03
"Paying Agent"...................................................................           2.03
"Payment Blockage Period"........................................................          10.03
"protected purchaser"............................................................           2.07
"Purchase Date"..................................................................           4.06(c)(i)
"Registered Exchange Offer":.....................................................         Appendix
"Registrar"......................................................................           2.03
"Registered Exchange Offer"......................................................         Appendix
"Registration Agreement".........................................................         Appendix
"Shelf Registration Statement"...................................................         Appendix
"Successor Company"..............................................................           5.01(a)

</TABLE>

                  SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT. This Indenture is subject to the mandatory provisions of the TIA, which
are incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Notes and the Note
Guarantees.

                  "indenture security holder" means a Holder.





<PAGE>   27
                                                                             21


                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company, the
Note Guarantors and any other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by SEC rule
have the meanings assigned to them by such definitions.

                  SECTION 1.04. RULES OF CONSTRUCTION. Unless the context
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

                  (7) the principal amount of any non-interest bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP;

                  (8) the principal amount of any Preferred Stock shall be (i)
         the maximum liquidation value of such Preferred Stock or (ii) the
         maximum mandatory redemption or mandatory repurchase price with
         respect to such Preferred Stock, whichever is greater.

                                   ARTICLE 2

                                   THE NOTES

                  SECTION 2.01. FORM AND DATING. Provisions relating to the
Initial Notes, the Private Exchange Notes and the Exchange Notes are set forth
in the Appendix, which is hereby incorporated in and expressly made a part of
this Indenture. The (a) Initial Notes and the Trustee's certificate of
authentication and (b) Private Exchange Notes and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture.
The Exchange Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit B hereto, which is hereby incorporated in

<PAGE>   28
                                                                             22


and expressly made a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company or any Note Guarantor is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form acceptable to the
Company). Each Note shall be dated the date of its authentication. The Notes
shall be issuable only in registered form without interest coupons and only in
denominations of $1,000 and integral multiples thereof.

                  SECTION 2.02. EXECUTION AND AUTHENTICATION. One Officer shall
sign the Notes for the Company by manual or facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.

                  A Note shall not be valid until an authorized officer or
authorized signatory of the Trustee manually signs the certificate of
authentication on the Note. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee shall authenticate and make available for
delivery Notes as set forth in the Appendix.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Company. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as
any Registrar, Paying Agent or agent for service of notices and demands.

                  SECTION 2.03. REGISTRAR AND PAYING AGENT. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where Notes
may be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. The term
"Paying Agent" includes any additional paying agent, and the term "Registrar"
includes any co-registrars. The Company initially appoints the Trustee's
corporate trust office at 1201 Main Street, 18th Floor,



<PAGE>   29
                                                                             23


Dallas, Texas 75202 as (a) Registrar and Paying Agent in connection with the
Notes and (b) the Notes Custodian (as defined in the Appendix) with respect to
the Global Notes (as defined in the Appendix).

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically organized Wholly Owned Subsidiaries may act
as Paying Agent or Registrar.

                  The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; PROVIDED,
HOWEVER, that no such removal shall become effective until (a) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered
into by the Company and such successor Registrar or Paying Agent, as the case
may be, and delivered to the Trustee or (b) notification to the Trustee that
the Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (a). The Registrar or Paying Agent may
resign at any time upon written notice to the Company and the Trustee.

                  SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. Prior to
each due date of the principal and interest on any Note, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is acting as
Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Notes and shall notify the Trustee
of any default by the Company in making any such payment, and shall at any time
during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

                  SECTION 2.05. HOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders. If the Trustee is not the Registrar,
the Company shall furnish, or cause the Registrar to furnish, to the Trustee,
in writing at least five Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and
addresses of Holders.

                  SECTION 2.06. TRANSFER AND EXCHANGE. The Notes shall be
issued in registered form and shall be transferable only upon the surrender of
a Note for registration of transfer and in compliance with the Appendix. When a
Note is presented



<PAGE>   30
                                                                             24


to the Registrar with a request to register a transfer, the Registrar shall
register the transfer as requested if its requirements therefor are met. When
Notes are presented to the Registrar with a request to exchange them for an
equal principal amount of Notes of other denominations, the Registrar shall
make the exchange as requested if same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar's request. The Company may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section. The Company shall not be required to make and the Registrar need
not register transfers or exchanges of Notes selected for redemption (except,
in the case of Notes to be redeemed in part, the portion thereof not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes to
be redeemed.

                  Prior to the due presentation for registration of transfer of
any Note, the Company, the Note Guarantors, the Trustee, the Paying Agent, and
the Registrar may deem and treat the Person in whose name a Note is registered
as the absolute owner of such Note for the purpose of receiving payment of
principal of and (subject to paragraph 2 of the Notes) interest, if any, on
such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Company, any Note Guarantor, the Trustee, the Paying
Agent, or the Registrar shall be affected by notice to the contrary.

                  Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interest in such Global Note
may be effected only through a book-entry system maintained by (a) the Holder
of such Global Note (or its agent) or (b) any Holder of a beneficial interest
in such Global Note, and that ownership of a beneficial interest in such Global
Note shall be required to be reflected in a book entry.

                  All Notes issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such
transfer or exchange.

                  SECTION 2.07. REPLACEMENT NOTES. If a mutilated Note is
surrendered to the Registrar or if the Holder of a Note claims that the Note
has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the Uniform Commercial Code are met, such that the Holder (a)
satisfies the Company or the Trustee within a reasonable time after he has
notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (b) makes such
request to the Company or the Trustee prior to the Note being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (c) satisfies any other reasonable requirements
of the Trustee. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss that
any of them may suffer if a Note is replaced. The Company and the Trustee may
charge the Holder for their expenses in replacing a Note. In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Company in its discretion may pay such Note instead
of issuing a new Note in replacement thereof.


<PAGE>   31
                                                                             25


                  Every replacement Note is an additional obligation of the
Company.

                  The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Notes.

                  SECTION 2.08. OUTSTANDING NOTES. Notes outstanding at any
time are all Notes authenticated by the Trustee except for those canceled by
it, those delivered to it for cancelation and those described in this Section
as not outstanding. Subject to Section 13.06, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a protected purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest and liquidated damages payable on
that date with respect to the Notes (or portions thereof) to be redeemed or
maturing, as the case may be, and the Paying Agent is not prohibited from
paying such money to the Holders of Notes on that date pursuant to the terms of
this Indenture, then on and after that date such Notes (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.

                  SECTION 2.09. TEMPORARY NOTES. In the event that Definitive
Notes (as defined in the Appendix) are to be issued under the terms of this
Indenture, until such Definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Notes and deliver them in exchange for temporary Notes
upon surrender of such temporary Notes at the office or agency of the Company,
without charge to the Holder.

                  SECTION 2.10. CANCELATION. The Company at any time may
deliver Notes to the Trustee for cancelation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else
shall cancel all Notes surrendered for registration of transfer, exchange,
payment or cancelation and shall dispose of canceled Notes in accordance with
its customary procedures or deliver canceled Notes to the Company pursuant to
written direction by an Officer. The Company may not issue new Notes to replace
Notes it has redeemed, paid or delivered to the Trustee for cancelation. The
Trustee shall not authenticate Notes in place of canceled Notes other than
pursuant to the terms of this Indenture.

                  SECTION 2.11. DEFAULTED INTEREST. If the Company defaults in
a payment of interest on the Notes, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the Persons who
are Holders on a subsequent special record date. The Company shall fix or cause
to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly

<PAGE>   32
                                                                             26


mail or cause to be mailed to each Holder a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.

                  SECTION 2.12. CUSIP AND ISIN NUMBERS. The Company in issuing
the Notes may use "CUSIP" and/or "ISIN" numbers (if then generally in use) and,
if so, the Trustee shall use "CUSIP" and/or "ISIN" numbers in notices of
redemption as a convenience to Holders; PROVIDED, HOWEVER, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers.

                                   ARTICLE 3

                                   REDEMPTION

                  SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to
redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee
in writing of the redemption date and the principal amount of Notes to be
redeemed.

                  The Company shall give each notice to the Trustee provided
for in this Section at least 60 days before the redemption date unless the
Trustee consents to a shorter period. Such notice shall be accompanied by an
Officers' Certificate and an Opinion of Counsel from the Company to the effect
that such redemption shall comply with the conditions herein. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect.

                  SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED. If fewer
than all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed pro rata or by lot or by a method that the Trustee in its sole
discretion shall deem to be fair and appropriate. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The
Trustee may select for redemption portions of the principal of Notes that have
denominations larger than $1,000. Notes and portions of them the Trustee
selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions
of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption. The Trustee shall notify the Company
promptly of the Notes or portions of Notes to be redeemed.

                  SECTION 3.03. NOTICE OF REDEMPTION. At least 30 days but not
more than 60 days before a date for redemption of Notes, the Company shall mail
a notice of redemption by first-class mail to each Holder of Notes to be
redeemed at such Holder's registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a) the redemption date;

                  (b) the redemption price and the amount of accrued interest
         to the redemption date;



<PAGE>   33
                                                                             27

                  (c) the name and address of the Paying Agent;

                  (d) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (e) if fewer than all the outstanding Notes are to be
         redeemed, the certificate numbers and principal amounts of the
         particular Notes to be redeemed;

                  (f) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Notes (or
         portion thereof) called for redemption ceases to accrue on and after
         the redemption date;

                  (g) the CUSIP and/or ISIN number, if any, printed on the
         Notes being redeemed; and

                  (h) that no representation is made as to the correctness or
         accuracy of the CUSIP and/or ISIN number, if any, listed in such
         notice or printed on the Notes.

                  At the Company's request, the Trustee shall give the notice
of redemption in the Company's name and at the Company's expense. In such
event, the Company shall provide the Trustee with the information required by
this Section.

                  SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Notes shall be paid at the redemption price
stated in the notice, plus accrued interest and liquidated damages, if any, to
the redemption date; PROVIDED, HOWEVER, that if the redemption date is after a
regular record date and on or prior to the interest payment date, the accrued
interest and liquidated damages, if any, shall be payable to the Holder of the
redeemed Notes registered on the relevant record date. Failure to give notice
or any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

                  SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. Prior to 10:00
a.m. on the redemption date, the Company shall deposit with the Paying Agent
(or, if the Company or a Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest and liquidated damages, if any, on all Notes to be redeemed on that
date other than Notes or portions of Notes called for redemption that have been
delivered by the Company to the Trustee for cancelation. On and after the
redemption date, interest shall cease to accrue on Notes or portions thereof
called for redemption so long as the Company has deposited with the Paying
Agent funds sufficient to pay the principal of, plus accrued and unpaid
interest and liquidated damages (if any) on, the Notes to be redeemed, unless
the Paying Agent is prohibited from making such payment pursuant to the terms
of this Indenture.

                  SECTION 3.06. NOTES REDEEMED IN PART. Upon surrender of a
Note that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.



<PAGE>   34
                                                                             28


                                   ARTICLE 4

                                   COVENANTS

                  SECTION 4.01. PAYMENT OF NOTES. The Company shall promptly
pay the principal of and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal
and interest then due and the Trustee or the Paying Agent, as the case may be,
is not prohibited from paying such money to the Holders on that date pursuant
to the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  SECTION 4.02. SEC REPORTS. Notwithstanding that the Company
may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC, and provide the Trustee and
Holders and prospective Holders (upon request) within 15 days after it files
them with the SEC, copies of its annual report and the information, documents
and other reports that are specified in Section 13 and 15(d) of the Exchange
Act; PROVIDED, HOWEVER, the Company shall not be so obligated to file such
reports with the SEC if the SEC does not permit such filing, in which event the
Company shall make available such information to the Trustee, Holders and
prospective Holders (upon request) within 15 days after the time the Company
would be required to file such information with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, such
requirements shall be deemed satisfied prior to the commencement of the
Registered Exchange Offer (as defined in the Appendix) or the effectiveness of
the Shelf Registration Statement (as defined in the Appendix) by the filing
with the SEC of the Exchange Offer Registration Statement (as defined in the
Appendix) and/or Shelf Registration Statement, and any amendments thereto, with
such financial information that satisfies Regulation S-X of the Securities Act.
The Company also shall comply with the other provisions of TIA Section 314(a).

                  SECTION 4.03. LIMITATION ON INDEBTEDNESS. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, Incur, directly
or indirectly, any Indebtedness; PROVIDED, HOWEVER, that the Company or any
Note Guarantor may Incur Indebtedness if on the date of such Incurrence and
after giving effect thereto, the Leverage Ratio would be less than (i) 6.5:1 if
Incurred on or prior to June 30, 2001 and (ii) 6.25:1 if Incurred thereafter.

                  (b) Notwithstanding Section 4.03(a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness:

                  (i) Bank Indebtedness Incurred in an aggregate principal
         amount not to exceed $400.0 million at any one time outstanding less
         the aggregate amount of all mandatory prepayments, repayments,
         redemptions or purchases of principal of such Indebtedness made
         pursuant to Section 4.06;



<PAGE>   35
                                                                             29

                  (ii) Indebtedness of the Company owed to and held by any
         Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed
         to and held by the Company or any Restricted Subsidiary; PROVIDED,
         HOWEVER, that (1) any subsequent issuance or transfer of any Capital
         Stock or any other event that results in any such Restricted
         Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
         transfer of any such Indebtedness (except to the Company or a
         Restricted Subsidiary) shall be deemed, in each case, to constitute
         the Incurrence of such Indebtedness by the issuer thereof, (2) if the
         Company is the obligor on such Indebtedness, such Indebtedness is
         expressly subordinated to the prior payment in full in cash of all
         obligations with respect to the Notes, (3) if a Restricted Subsidiary
         is the obligor, any such Indebtedness is made pursuant to an
         intercompany note and (4) if a Note Guarantor is the obligor, such
         Indebtedness is subordinated in right of payment to the Note Guarantee
         of such Note Guarantor;

                  (iii) Indebtedness (1) represented by the Notes and the Note
         Guarantees, (2) outstanding on the Closing Date (other than the
         Indebtedness described in clauses (i) and (ii) above), (3) consisting
         of Refinancing Indebtedness Incurred in respect of any Indebtedness
         described in this clause (iii) (including Refinancing Indebtedness) or
         Section 4.03(a) and (4) consisting of Guarantees by the Company or any
         Note Guarantor of any Indebtedness permitted hereunder; PROVIDED that
         if such Indebtedness is by its express terms subordinated in right of
         payment to the Notes or a Note Guarantee of a Note Guarantor, as
         applicable, any such Guarantee with respect to such Indebtedness shall
         be subordinated in right of payment to the Notes or such Note
         Guarantor's Note Guarantee substantially to the same extent as such
         Indebtedness is subordinated to the Notes or the Note Guarantee, as
         applicable;

                  (iv) (1) Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on or prior to the date on which such Restricted
         Subsidiary was acquired by the Company (other than Indebtedness
         Incurred as consideration in, or to provide all or any portion of the
         funds or credit support utilized to consummate, the transaction or
         series of related transactions pursuant to which such Restricted
         Subsidiary became a Subsidiary of or was otherwise acquired by the
         Company); PROVIDED, HOWEVER, that on the date that such Restricted
         Subsidiary is acquired by the Company, the Company would have been
         able to Incur $1.00 of additional Indebtedness pursuant to Section
         4.03(a) after giving effect to the Incurrence of such Indebtedness
         pursuant to this clause (iv) and (2) Refinancing Indebtedness Incurred
         by a Restricted Subsidiary in respect of Indebtedness Incurred by such
         Restricted Subsidiary pursuant to this clause (iv);

                  (v) Indebtedness (including Capitalized Lease Obligations)
         Incurred by the Company or any Note Guarantor, to finance the
         purchase, lease or improvement of property (real or personal) or
         equipment (whether through the direct purchase of assets or the
         Capital Stock of any Person owning such assets) in an aggregate
         principal amount which, when aggregated with the principal amount of
         all other Indebtedness then outstanding and Incurred pursuant to this
         clause (v) and including all Refinancing Indebtedness incurred to
         refund, refinance or replace any other Indebtedness Incurred pursuant
         to this clause (v) does not exceed 2% of Total Assets;



<PAGE>   36
                                                                             30

                  (vi) Indebtedness incurred by the Company or any of its
         Restricted Subsidiaries constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of
         business, including letters of credit in respect of workers'
         compensation claims or self-insurance, or other Indebtedness with
         respect to reimbursement type obligations regarding workers'
         compensation claims; PROVIDED, HOWEVER, that upon the drawing of such
         letters of credit or the Incurrence of such Indebtedness, such
         obligations are reimbursed within 30 days following such drawing or
         Incurrence;

                  (vii) Indebtedness arising from agreements of the Company or
         a Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, Incurred or
         assumed in connection with the disposition of any business, assets or
         a Subsidiary of the Company in accordance with the terms of this
         Indenture, other than Guarantees of Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or a
         Subsidiary of the Company for the purpose of financing such
         acquisition; PROVIDED, HOWEVER, that (1) such Indebtedness is not
         reflected on the balance sheet of the Company or any Restricted
         Subsidiary (contingent obligations referred to in a footnote to
         financial statements and not otherwise reflected on the balance sheet
         shall not be deemed to be reflected on such balance sheet for purposes
         of this clause (1)) and (2) the maximum assumable liability in respect
         of all such Indebtedness shall at no time exceed the gross proceeds
         including the Fair Market Value of noncash proceeds (such Fair Market
         Value of such noncash proceeds being measured at the time received and
         without giving effect to any subsequent changes in value) actually
         received by the Company and its Restricted Subsidiaries in connection
         with such disposition;

                  (viii) Hedging Obligations that are Incurred in the ordinary
         course of business (but in any event excluding Hedging Obligations
         entered into for speculative purposes); PROVIDED, HOWEVER, that such
         Hedging Obligations do not increase the Indebtedness of the Company
         outstanding at any time other than as a result of fluctuations in
         interest rates or currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

                  (ix) Obligations in respect of performance and surety bonds
         and completion guarantees that are Incurred by the Company or any
         Restricted Subsidiary in the ordinary course of business;

                  (x) Indebtedness arising from honoring by a bank or other
         financial institution of a check, draft or similar instrument (except
         in the case of daylight overdrafts) drawn against insufficient funds
         in the ordinary course of business; PROVIDED, HOWEVER, that such
         Indebtedness is extinguished within five Business Days; and

                  (xi) Indebtedness (other than Indebtedness permitted to be
         Incurred pursuant to Section 4.03(a) or any other clause of this
         Section 4.03(b)) in an aggregate principal amount on the date of
         Incurrence that, when added to all other Indebtedness Incurred
         pursuant to this clause (xi) and then outstanding, shall not exceed
         $25.0 million (it being understood that any Indebtedness incurred
         pursuant to this clause (xi) shall cease to be deemed to be Incurred
         or outstanding for purposes hereof but shall be deemed Incurred for
         purposes of Section 4.03(a)



<PAGE>   37
                                                                             31

         from and after the first date on which the Company could have Incurred
         such Indebtedness under Section 4.03(a) without reliance on this
         clause (xi)).

                  (c) Notwithstanding the foregoing, the Company shall not
Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds
thereof are used, directly or indirectly, to repay, prepay, redeem, defease,
retire, refund or refinance any Subordinated Obligations unless such
Indebtedness shall be subordinated to the Notes to at least the same extent as
such Subordinated Obligations. The Company shall not Incur any Indebtedness if
such Indebtedness is subordinate or junior in ranking in any respect to any
Senior Indebtedness unless such Indebtedness is Senior Subordinated
Indebtedness or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness. In addition, the Company shall not Incur any Secured
Indebtedness which is not Senior Indebtedness unless contemporaneously
therewith effective provision is made to secure the Notes equally and ratably
with (or on a senior basis to, in the case of Indebtedness subordinated in
right of payment to the Notes) such Secured Indebtedness for so long as such
Secured Indebtedness is secured by a Lien. A Note Guarantor shall not Incur any
Indebtedness if such Indebtedness is by its terms expressly subordinate or
junior in ranking in any respect to any Senior Indebtedness of such Note
Guarantor unless such Indebtedness is Senior Subordinated Indebtedness of such
Note Guarantor or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness of such Note Guarantor. In addition, a Note Guarantor
shall not Incur any Secured Indebtedness that is not Senior Indebtedness of
such Note Guarantor unless contemporaneously therewith effective provision is
made to secure the Note Guarantee of such Note Guarantor equally and ratably
with (or on a senior basis to, in the case of Indebtedness subordinated in
right of payment to such Note Guarantee) such Secured Indebtedness for as long
as such Secured Indebtedness is secured by a Lien.

                  (d) Notwithstanding any other provision of this Section 4.03,
the maximum amount of Indebtedness that the Company or any Restricted
Subsidiary may Incur pursuant to this Section shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rates of
currencies. For purposes of determining the outstanding principal amount of any
particular Indebtedness Incurred pursuant to this Section 4.03, (i)
Indebtedness Incurred pursuant to the Credit Agreement prior to or on the
Closing Date shall be treated as Incurred pursuant to Section 4.03(b)(i), (ii)
Indebtedness permitted by this Section 4.03 need not be permitted solely by
reference to one provision permitting such Indebtedness but may be permitted in
part by one such provision and in part by one or more other provisions of this
Section permitting such Indebtedness and (iii) in the event that Indebtedness
meets the criteria of more than one of the types of Indebtedness described in
this Section, the Company, in its sole discretion, shall classify such
Indebtedness and only be required to include the amount of such Indebtedness in
one of such clauses.

                  SECTION 4.04. LIMITATION ON RESTRICTED PAYMENTS. (a) The
Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving the Company) or similar payment to the direct
or indirect holders of its Capital Stock except dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and except
dividends or distributions payable to the Company or another Restricted
Subsidiary (and, if such Restricted Subsidiary has shareholders other than the
Company or other Restricted Subsidiaries, to its other shareholders on a pro
rata




<PAGE>   38
                                                                             32


basis), (ii) purchase, redeem, retire or otherwise acquire for value any
Capital Stock of Holdings, the Company or any Restricted Subsidiary held by
Persons other than the Company or another Restricted Subsidiary, (iii)
purchase, repurchase, redeem, defease or otherwise acquire or retire for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund
payment, any Subordinated Obligations (other than the purchase, repurchase or
other acquisition of Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of acquisition and other than
Indebtedness described in Section 4.03(b)(ii)) or (iv) make any Investment
(other than a Permitted Investment) in any Person (any such dividend,
distribution, purchase, redemption, repurchase, defeasance, other acquisition,
retirement or Investment being herein referred to as a "Restricted Payment") if
at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                  (1) a Default shall have occurred and be continuing (or would
         result therefrom);

                  (2) the Company could not Incur at least $1.00 of additional
         Indebtedness under Section 4.03(a); or

                  (3) the aggregate amount of such Restricted Payment and all
         other Restricted Payments (including, if the amount so expended is
         other than in cash, the Fair Market Value of such Restricted Payments)
         declared or made subsequent to the Closing Date would exceed the sum
         of, without duplication:

                           (A) (x) 100% of EBITDA accrued during the period
                  (treated as one accounting period) from the beginning of the
                  fiscal quarter immediately following the fiscal quarter
                  during which the Closing Date occurs to the end of the most
                  recent fiscal quarter ending prior to the date of such
                  Restricted Payment for which financial statements are
                  available (or, in case such EBITDA during such period is a
                  deficit minus 100% of such deficit), minus (y) 150% of
                  Consolidated Interest Expense accrued during the period
                  (treated as one accounting period) from the beginning of the
                  fiscal quarter immediately following the fiscal quarter
                  during which the Closing Date occurs to the end of the most
                  recent fiscal quarter ending prior to the date of such
                  Restricted Payment for which financial statements are
                  available;

                           (B) the aggregate Net Cash Proceeds and the Fair
                  Market Value of property or assets used or useful in a
                  Permitted Business, in each case received by the Company from
                  capital contributions or the issue or sale of its Capital
                  Stock (other than Disqualified Stock) subsequent to the
                  Closing Date (other than an issuance or sale to (x) a
                  Subsidiary of the Company or (y) an employee stock ownership
                  plan or other trust established by the Company or any of its
                  Subsidiaries to the extent such sale is financed by loans
                  from or from Indebtedness Guaranteed by the Company unless
                  such loans or Indebtedness have been repaid with cash on or
                  prior to the date of determination);

                           (C) the amount by which Indebtedness of the Company
                  or its Restricted Subsidiaries is reduced on the Company's
                  balance sheet upon





<PAGE>   39
                                                                             33


                  the conversion or exchange (other than by a Subsidiary of the
                  Company) subsequent to the Closing Date of any Indebtedness
                  of the Company or its Restricted Subsidiaries issued after
                  the Closing Date which is convertible or exchangeable for
                  Capital Stock (other than Disqualified Stock) of the Company
                  (less the amount of any cash or the Fair Market Value of
                  other property distributed by the Company or any Restricted
                  Subsidiary upon such conversion or exchange);

                           (D) 100% of the aggregate amount received in cash
                  from (x) the sale or other disposition (other than to the
                  Company or a Restricted Subsidiary) of Investments (other
                  than Permitted Investments) ("Restricted Investments") made
                  by the Company and its Restricted Subsidiaries after the
                  Closing Date and from repurchases and redemptions of such
                  Restricted Investments from the Company and its Restricted
                  Subsidiaries by any Person (other than the Company or any of
                  its Subsidiaries or Affiliates) and from repayments of loans
                  or advances which constituted Restricted Investments or (y)
                  the sale (other than to the Company or a Subsidiary or an
                  Affiliate) of the Capital Stock of an Unrestricted
                  Subsidiary, in an amount not to exceed, in the case of any
                  Unrestricted Subsidiary, the amount of Investments previously
                  made by the Company or any Restricted Subsidiary in such
                  Unrestricted Subsidiary, which amount was included in the
                  calculation of the amount of Restricted Payments; PROVIDED,
                  HOWEVER, that no amount will be included in this clause (D)
                  to the extent it is already included in Consolidated Net
                  Income; and

                           (E) the amount equal to the net reduction in
                  Investments in Unrestricted Subsidiaries resulting from (x)
                  payments of dividends, repayments of the principal of loans
                  or advances or other transfers of assets to the Company or
                  any Restricted Subsidiary from Unrestricted Subsidiaries or
                  (y) the redesignation of Unrestricted Subsidiaries as
                  Restricted Subsidiaries (valued in each case as provided in
                  the definition of "Investment") not to exceed, in the case of
                  any Unrestricted Subsidiary, the amount of Investments
                  previously made by the Company or any Restricted Subsidiary
                  in such Unrestricted Subsidiary, which amount was included in
                  the calculation of the amount of Restricted Payments;
                  PROVIDED, HOWEVER, that no amount will be included in this
                  clause (E) to the extent it is already included in
                  Consolidated Net Income.

                  (b)  The provisions of Section 4.04(a) shall not prohibit:

                  (i) any purchase, repurchase, retirement or other acquisition
         or retirement for value of Capital Stock or Subordinated Obligations
         of the Company made by exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock and other than Capital Stock issued or sold to
         a Subsidiary of the Company or an employee stock ownership plan or
         other trust established by the Company or any of its Subsidiaries to
         the extent such sale is financed by loans from or from Indebtedness
         guaranteed by the Company unless such loans or Indebtedness have been
         repaid with cash on or prior to the date of determination); PROVIDED,
         HOWEVER, that (1) such Restricted Payment shall be excluded in
         subsequent





<PAGE>   40
                                                                             34


         calculations of the amount of Restricted Payments and (2) the Net Cash
         Proceeds from such sale applied in the manner set forth in this clause
         (i) shall be excluded from the calculation of amounts under of Section
         4.04(a)(iv)(3)(B);

                  (ii) any purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value of Subordinated Obligations
         of the Company made by exchange for, or out of the proceeds of the
         substantially concurrent sale of, Indebtedness of the Company that is
         permitted to be Incurred pursuant to Section 4.03; PROVIDED, HOWEVER,
         that such purchase, repurchase, redemption, defeasance or other
         acquisition or retirement for value shall be excluded in subsequent
         calculations of the amount of Restricted Payments;

                  (iii) any purchase or redemption of Subordinated Obligations
         from Net Available Cash to the extent permitted by Section 4.06;
         PROVIDED, HOWEVER, that such purchase or redemption shall be excluded
         in subsequent calculations of the amount of Restricted Payments;

                  (iv) dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this Section 4.04; PROVIDED, HOWEVER, that such
         dividend shall be included in subsequent calculations of the amount of
         Restricted Payments;

                  (v) the repurchase or other acquisition of shares of, or
         options to purchase shares of, Capital Stock of the Company or any of
         its Subsidiaries from employees, former employees, directors or former
         directors of the Company or any of its Subsidiaries (or permitted
         transferees of such employees, former employees, directors or former
         directors), pursuant to the terms of the agreements (including
         employment agreements) or plans (or amendments thereto) approved by
         the Board of Directors under which such individuals purchase or sell
         or are granted the option to purchase or sell, shares of such common
         stock; PROVIDED, HOWEVER, that the aggregate amount of such
         repurchases or acquisitions in any fiscal year of the Company shall
         not exceed, together with the aggregate amount of all payments made
         under Section 4.04(b)(vi)(3) during such fiscal year, in the aggregate
         $5.0 million, up to a maximum aggregate amount, together with the
         aggregate amount of all payments made under Section 4.04(b)(vi)(3), of
         $10.0 million during the term of this Indenture; PROVIDED FURTHER,
         HOWEVER, that such repurchases and other acquisitions shall be
         included in subsequent calculations of the amount of Restricted
         Payments; or

                  (vi) the payment of dividends, other distributions or other
         amounts by the Company for the purposes set forth in clauses (1)
         through (4) below; PROVIDED, HOWEVER, that such dividend, distribution
         or amount set forth in clauses (1) through (4) shall be included in
         subsequent calculations of the amount of Restricted Payments for the
         purposes of Section 4.04(a):

                           (1) to Holdings in amounts equal to the amounts
                  required for Holdings to pay franchise taxes and other fees
                  required to maintain its corporate existence and provide for
                  other operating costs of up to $2.0 million per fiscal year;





<PAGE>   41
                                                                             35


                           (2) to Holdings in amounts equal to amounts required
                  for Holdings to pay federal, state and local income taxes to
                  the extent such income taxes are attributable to the income
                  of the Company and its Restricted Subsidiaries (and, to the
                  extent of amounts actually received from its Unrestricted
                  Subsidiaries, in amounts required to pay such taxes to the
                  extent attributable to the income of such Unrestricted
                  Subsidiaries);

                           (3) to Holdings in amounts equal to amounts expended
                  by Holdings to repurchase Capital Stock of Holdings owned by
                  former employees of the Company or its Subsidiaries or their
                  assigns, estates and heirs; PROVIDED, HOWEVER, that the
                  aggregate amount paid, loaned or advanced to Holdings
                  pursuant to this clause (3) in any fiscal year of the Company
                  shall not exceed, together with the aggregate amount of all
                  payments made pursuant to Section 4.04 (b)(v) during such
                  fiscal year, in the aggregate, $5.0 million, up to a maximum
                  aggregate amount, together with the aggregate amount of all
                  payments made under Section 4.04(b)(v), of $10.0 million
                  during the term of this Indenture, plus any amounts
                  contributed by Holdings to the Company as a result of resales
                  of such repurchased shares of Capital Stock; and

                           (4) to Holdings in amounts required to pay the
                  annual monitoring fee to Evercore; PROVIDED, HOWEVER, that
                  the aggregate amount paid, loaned or delivered to Holdings
                  pursuant to this clause (4) shall not, in the aggregate,
                  exceed $750,000 per fiscal year;

                  (vii) the payment of dividends on the Company's common stock
         (or the payment of dividends to Holdings to fund the payment by
         Holdings of dividends on Holdings' common stock) following the first
         public offering of common stock of the Company or Holdings, as the
         case may be, after the Closing Date, of up to 6% per annum of the net
         proceeds received by the Company or contributed to the Company by
         Holdings from such public offering; PROVIDED, HOWEVER, that (1) the
         aggregate amount of all such dividends shall not exceed the aggregate
         amount of net proceeds received by the Company or contributed to the
         Company by Holdings from such public offering, (2) at the time of, and
         after giving effect to, any payment permitted under this clause (vii),
         no Default or Event of Default shall have occurred and be continuing
         or would occur as a consequence thereof and (3) any such payment shall
         be included in subsequent calculations of the amount of Restricted
         Payments;

                  (viii) the declaration and payment of dividends or
         distributions to holders of any class or series of Disqualified Stock
         of the Company or any of its Restricted Subsidiaries issued or
         Incurred in accordance with Section 4.03; PROVIDED, HOWEVER, that such
         payments shall be excluded in subsequent calculations of the amount of
         Restricted Payments; or

                  (ix) other Restricted Payments in an aggregate amount not to
         exceed $20.0 million; PROVIDED, HOWEVER, that at the time of, and
         after giving effect to, any payment permitted under this clause (ix),
         no Default or Event of Default shall have occurred and be continuing
         or would occur as a consequence thereof; and PROVIDED FURTHER that any
         such payment shall be included in subsequent calculations of the
         amount of Restricted Payments.




<PAGE>   42
                                                                             36


                  SECTION 4.05. LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS
FROM RESTRICTED SUBSIDIARIES. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to (a) pay dividends or make any other distributions
on its Capital Stock or pay any Indebtedness or other obligations owed to the
Company or any of its Restricted Subsidiaries, (b) make any loans or advances
to the Company or any of its Restricted Subsidiaries or (c) transfer any of its
property or assets to the Company or any of its Restricted Subsidiaries,
except:

                  (i) any encumbrance or restriction pursuant to applicable law
         or an agreement in effect at or entered into on the Closing Date;

                  (ii) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement relating to any
         Indebtedness Incurred by such Restricted Subsidiary prior to the date
         on which such Restricted Subsidiary was acquired by the Company (other
         than Indebtedness Incurred as consideration in, in contemplation of,
         or to provide all or any portion of the funds or credit support
         utilized to consummate, the transaction or series of related
         transactions pursuant to which such Restricted Subsidiary became a
         Restricted Subsidiary or was otherwise acquired by the Company) and
         outstanding on such date;

                  (iii) any encumbrance or restriction pursuant to an agreement
         effecting a Refinancing of Indebtedness Incurred pursuant to an
         agreement referred to in clause (i) or (ii) of this Section 4.05 or
         this clause (iii) or contained in any amendment to an agreement
         referred to in clause (i) or (ii) of this Section 4.05 or this clause
         (iii); PROVIDED, HOWEVER, that the encumbrances and restrictions
         contained in any such Refinancing agreement or amendment are no less
         favor able, in the aggregate, to the Holders than the encumbrances and
         restrictions contained in such predecessor agreements;

                  (iv) in the case of clause (c), any encumbrance or
         restriction (1) that restricts in a customary manner the subletting,
         assignment or transfer of any property or asset that is subject to a
         lease, license or similar contract or (2) contained in security
         agreements securing Indebtedness of a Restricted Subsidiary to the
         extent such encumbrance or restriction restricts the transfer of the
         property subject to such security agreements;

                  (v) with respect to a Restricted Subsidiary, any restriction
         imposed pursuant to an agreement entered into for the sale or
         disposition of all or substantially all the Capital Stock or assets of
         such Restricted Subsidiary pending the closing of such sale or
         disposition; and

                  (vi) in the case of clause (c), any encumbrance or
         restriction pursuant to any agreement relating to Purchase Money
         Indebtedness that is Incurred subsequent to the Closing Date in
         compliance with Section 4.03.

                  SECTION 4.06. LIMITATION ON SALES OF ASSETS AND SUBSIDIARY
STOCK. (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, make any Asset Disposition unless (i) the Company or such
Restricted Subsidiary receives consideration (including by way of relief from,
or by any other Person assuming sole





<PAGE>   43
                                                                             37


responsibility for, any liabilities, contingent or otherwise) at the time of
such Asset Disposition at least equal to the Fair Market Value of the shares
and assets subject to such Asset Disposition, (ii) at least 80% of the
consideration thereof received by the Company or such Restricted Subsidiary is
in the form of cash or Temporary Cash Investments; PROVIDED that the amount of
(1) any liabilities (as shown on the Company's or such Restricted Subsidiary's
most recent balance sheet or in the notes thereto) of the Company or any
Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes), that are assumed by the transferee of any such
assets (PROVIDED that the Company or such Restricted Subsidiary is released
from all liability with respect thereto), (2) any securities received by the
Company or such Restricted Subsidiary from such transferee that are converted
by the Company or such Restricted Subsidiary into cash (to the extent of the
cash received) within 90 days following the closing of such Asset Disposition
and (3) any Designated Noncash Consideration received by the Company or any of
its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair
Market Value, taken together with all other Designated Noncash Consideration
received pursuant to this clause (3) that is at that time outstanding, not to
exceed the greater of (A) $25.0 million or (B) 3% of Total Assets at time of
receipt of such Designated Noncash Consideration (with the Fair Market Value of
each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value), shall be
deemed to be cash for purposes of this provision and for no other purpose; and
(iii) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by the Company (or such Restricted Subsidiary, as the
case may be) (1) FIRST, (A) to the extent the Company elects (or is required by
the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior
Indebtedness of the Company or Indebtedness (other than any Disqualified Stock)
of a Restricted Subsidiary (in each case other than Indebtedness owed to the
Company or an Affiliate of the Company and other than Preferred Stock) or (B)
to the extent the Company or such Restricted Subsidiary elects, to acquire
Additional Assets (including by means of an Investment in Additional Assets by
a Restricted Subsidiary with Net Available Cash received by the Company or
another Restricted Subsidiary), in the case of each of clauses (A) and (B),
within one year after the later of the date of such Asset Disposition or the
receipt of such Net Available Cash; (2) SECOND, to the extent of the balance of
such Net Available Cash after application in accordance with clause (1), to
make an Offer to purchase the Notes pursuant to and subject to the conditions
of Section 4.06(b); PROVIDED, HOWEVER, that if the Company elects (or is
required by the terms of any Senior Subordinated Indebtedness), such Offer may
be made ratably to purchase the Notes and other Senior Subordinated
Indebtedness of the Company; and (3) THIRD, to the extent of the balance of
such Net Available Cash after application in accordance with clauses (1) and
(2), for any general corporate purpose permitted pursuant to the terms of this
Indenture; PROVIDED, HOWEVER that in connection with any prepayment, repayment
or purchase of Indebtedness pursuant to clause (1) (A) or (2) above, the
Company or such Restricted Subsidiary shall retire such Indebtedness and shall
cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or purchased.
Notwithstanding the foregoing provisions of this Section 4.06, the Company and
the Restricted Subsidiaries shall not be required to apply any Net Available
Cash in accordance with this Section 4.06(a) except to the extent that the
aggregate Net Available Cash from all Asset Dispositions that is not applied in
accordance with this Section 4.06 (a) exceeds $5.0 million.

                  (b) In the event of an Asset Disposition that requires the
purchase of Notes (and other Senior Subordinated Indebtedness) pursuant to
Section 4.06(a)(iii)(2),





<PAGE>   44
                                                                             38


the Company shall be required to purchase Notes (and other Senior Subordinated
Indebtedness) tendered pursuant to an offer by the Company for the Notes (and
other Senior Subordinated Indebtedness) (the "Offer") at a purchase price of
100% of their principal amount plus accrued and unpaid interest and liquidated
damages, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) in accordance with the procedures (including prorating
in the event of oversubscription) set forth in Section 4.06(c). If the
aggregate purchase price of Notes (and other Senior Subordinated Indebtedness)
tendered pursuant to the Offer is less than the Net Available Cash allotted to
the purchase of the Notes (and other Senior Subordinated Indebtedness), the
Company may apply the remaining Net Available Cash for any general corporate
purpose permitted pursuant to the terms of this Indenture. The Company shall
not be required to make an Offer for Notes (and other Senior Subordinated
Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available
therefor (after application of the proceeds as provided in Section
4.06(a)(iii)(1)) is less than $10.0 million for any particular Asset
Disposition (which lesser amount shall be carried forward for purposes of
determining whether an Offer is required with respect to the Net Available Cash
from any subsequent Asset Disposition).

                  (c) (i) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Notes purchased by the
Company either in whole or in part (subject to prorating as hereinafter
described in the event the Offer is oversubscribed) in integral multiples of
$1,000 of principal amount, at the applicable purchase price. The notice shall
specify a purchase date not less than 30 days nor more than 60 days after the
date of such notice (the "Purchase Date") and shall contain such information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum shall
include (1) the most recently filed Annual Report on Form 10-K (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form
8-K of the Company filed subsequent to such Quarterly Report, other than
Current Reports describing Asset Dispositions otherwise described in the
offering materials (or corresponding successor reports), (2) a description of
material developments in the Company's business subsequent to the date of the
latest of such reports, and (3) if material, appropriate pro forma financial
information) and all instructions and materials necessary to tender Notes
pursuant to the Offer, together with the address referred to in clause (iii).

                  (ii) Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided above, the Company shall deliver
to the Trustee an Officers' Certificate as to (1) the amount of the Offer (the
"Offer Amount"), (2) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (3) the compliance
of such allocation with the provisions of Section 4.06(a). On such date, the
Company shall also irrevocably deposit with the Trustee or with a paying agent
(or, if the Company is acting as its own paying agent, segregate and hold in
trust) an amount equal to the Offer Amount to be invested in Temporary Cash
Investments and to be held for payment in accordance with the provi sions of
this Section. Upon the expiration of the period for which the Offer remains
open (the "Offer Period"), the Company shall deliver to the Trustee for
cancelation the Notes or portions thereof that have been properly tendered to
and are to be accepted by the





<PAGE>   45
                                                                             39


Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the
date of purchase, mail or deliver payment to each tendering Holder in the
amount of the purchase price. In the event that the Offer Amount delivered by
the Company to the Trustee is greater than the purchase price of the Notes (and
other Senior Subordinated Indebtedness) tendered, the Trustee shall deliver the
excess to the Company immediately after the expiration of the Offer Period for
application in accordance with this Section 4.06.

                  (iii) Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note which
was delivered by the Holder for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased. If at the expiration of
the Offer Period the aggregate principal amount of Notes and any other Senior
Subordinated Indebtedness included in the Offer surrendered by holders thereof
exceeds the Offer Amount, the Company shall select the Notes and other Senior
Subordinated Indebtedness to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes and
other Senior Subordinated Indebtedness in denominations of $1,000, or integral
multiples thereof, shall be purchased). Holders whose Notes are purchased only
in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered.

                  (iv) At the time the Company delivers Notes to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Notes are to be accepted by the Company
pursuant to and in accordance with the terms of this Section. A Note shall be
deemed to have been accepted for purchase at the time the Trustee, directly or
through an agent, mails or delivers payment therefor to the surrendering
Holder.

                  (d) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue thereof.

                  SECTION 4.07. LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a)
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into or conduct any transaction or series of
related transactions (including, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an
"Affiliate Transaction") unless such Affiliate Transaction is on terms (i) that
are no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could be obtained at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate, (ii) that, in
the event such Affiliate Transaction involves an aggregate amount in excess of
$2.0 million, (1) are set forth in writing and (2) have been approved by a
majority of the members of the Board of Directors having no personal stake in
such Affiliate





<PAGE>   46
                                                                             40


Transaction and (iii) that, in the event such Affiliate Transaction involves an
amount in excess of $10.0 million, have been determined in writing by a
nationally recognized appraisal or investment banking firm to be fair, from a
financial standpoint, to the Company and its Restricted Subsidiaries or not
materially less favorable than those that might reasonably have been obtained
in an arm's-length transaction.

                  (b) The provisions of Section 4.07(a) shall not prohibit (i)
any Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors, (iii) the
grant of stock options or similar rights to employees and directors of the
Company pursuant to plans approved by the Board of Directors, (iv) loans or
advances to employees of the Company or any of its Restricted Subsidiaries in
the ordinary course of business not in excess of $5.0 million in the aggregate
outstanding at any one time, (v) the payment of reasonable fees to directors of
the Company and its Subsidiaries who are not employees of the Company or its
Subsidiaries, or (vi) any transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries.

                  SECTION 4.08. CHANGE OF CONTROL. (a) Upon a Change of
Control, each Holder shall have the right to require the Company to repurchase
all or any part of such Holder's Notes at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest and
liquidated damages, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the terms contemplated in
Section 4.08(b); PROVIDED, HOWEVER, that notwithstanding the occurrence of a
Change of Control, the Company shall not be obligated to purchase the Notes
pursuant to this Section 4.08 in the event that it has exercised its right to
redeem all the Notes under paragraph 5 of the Notes. In the event that at the
time of such Change of Control the terms of the Bank Indebtedness restrict or
prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to
the mailing of the notice to Holders provided for in Section 4.08(b) below but
in any event within 30 days following any Change of Control, the Company shall
(i) repay in full all Bank Indebtedness or offer to repay in full all Bank
Indebtedness and repay the Bank Indebtedness of each lender who has accepted
such offer or (ii) obtain the requisite consent under the agreements governing
the Bank Indebtedness to permit the repurchase of the Notes as provided for in
Section 4.08(b).

                  (b) Within 30 days following any Change of Control (except as
provided in the proviso to the first sentence of Section 4.08(a)), the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer") stating:

                  (i) that a Change of Control has occurred and that such
         Holder has the right to require the Company to purchase all or a
         portion of such Holder's Notes at a purchase price in cash equal to
         101% of the principal amount thereof, plus accrued and unpaid interest
         and liquidated damages, if any, to the date of purchase (subject to
         the right of Holders of record on the relevant record date to receive
         interest due on the relevant interest payment date);

                  (ii) the circumstances and relevant facts and financial
         information regarding such Change of Control;





<PAGE>   47
                                                                             41


                  (iii) the repurchase date (which shall be no earlier than 30
         days nor later than 60 days from the date such notice is mailed); and

                  (iv) the instructions determined by the Company, consistent
         with this Section, that a Holder must follow in order to have its
         Notes purchased.

                  (c) Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the purchase date a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note which
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Note purchased. Holders whose Notes are
purchased only in part will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered.

                  (d) On the purchase date, all Notes purchased by the Company
under this Section shall be delivered to the Trustee for cancelation, and the
Company shall pay the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled thereto.

                  (e) Notwithstanding the foregoing provisions of this Section,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in Section 4.08(b) applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

                  (f) At the time the Company delivers Notes to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Notes are to be accepted by the Company
pursuant to and in accordance with the terms of this Section 4.08. A Note shall
be deemed to have been accepted for purchase at the time the Trustee, directly
or through an agent, mails or delivers payment therefor to the surrendering
Holder.

                  (g) Prior to any Change of Control Offer, the Company shall
deliver to the Trustee an Officers' Certificate stating that all conditions
precedent contained herein to the right of the Company to make such offer have
been complied with.

                  (h) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue thereof.

                  SECTION 4.09. COMPLIANCE CERTIFICATE. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and





<PAGE>   48
                                                                             42


whether or not the signers know of any Default that occurred during such
period. If they do, the certificate shall describe the Default, its status and
what action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with Section 314(a)(4) of the TIA.

                  SECTION 4.10. FURTHER INSTRUMENTS AND ACTS. Upon request of
the Trustee, the Company shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                  SECTION 4.11. FUTURE NOTE GUARANTORS. The Company shall cause
each domestic Restricted Subsidiary organized or acquired after the date hereof
to become a Note Guarantor, and, execute and deliver to the Trustee a
supplemental indenture substantially in the form of Exhibit C pursuant to which
such Restricted Subsidiary shall Guarantee payment of the Notes.

                  SECTION 4.12. LIMITATION ON LINES OF BUSINESS. The Company
shall not, and shall not permit any Restricted Subsidiary to, engage in any
business, other than a Permitted Business.

                  SECTION 4.13. LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL
STOCK OF RESTRICTED SUBSIDIARIES. The Company shall not sell or otherwise
dispose of any shares of Capital Stock of a Restricted Subsidiary, and shall
not permit any Restricted Subsidiary, directly or indirectly, to issue or sell
or otherwise dispose of any shares of its Capital Stock except: (a) to the
Company or a Restricted Subsidiary; or (b) if, immediately after giving effect
to such issuance or sale, such Restricted Subsidiary would continue to be a
Restricted Subsidiary or if, immediately after giving effect to such issuance
or sale, such Restricted Subsidiary would no longer be a Restricted Subsidiary
and the Investment of the Company in such Person after giving effect to such
issuance or sale would have been permitted to be made under Section 4.04 if
made on the date of such issuance or sale (and such Investment shall be deemed
to be an Investment made for the purpose of Section 4.04). The proceeds of any
sale of such Capital Stock permitted hereby shall be treated as Net Available
Cash from an Asset Disposition and shall be applied in accordance with Section
4.06.

                                   ARTICLE 5

                               SUCCESSOR COMPANY

                  SECTION 5.01. (a) WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any Person, unless:

                  (i) the resulting, surviving or transferee Person (the
         "Successor Company") shall be a corporation organized and existing
         under the laws of the United States, any State thereof or the District
         of Columbia and the Successor Company (if not the Company) shall
         expressly assume, by a supplemental indenture hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Notes and this Indenture;






<PAGE>   49
                                                                             43


                  (ii) immediately after giving effect to such transaction (and
         treating any Indebtedness which becomes an obligation of the Successor
         Company or any Restricted Subsidiary as a result of such transaction
         as having been Incurred by the Successor Company or such Restricted
         Subsidiary at the time of such transaction), no Default shall have
         occurred and be continuing;

                  (iii) immediately after giving effect to such transaction,
         the Successor Company would be able to Incur an additional $1.00 of
         Indebtedness pursuant to Section 4.03(a); and

                  (iv) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture (if
         any) comply with this Indenture.

         The Successor Company shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture, but
the predecessor Company in the case of a conveyance, transfer or lease of all
or substantially all its assets shall not be released from the obligation to
pay the principal of and interest on the Notes.

                  (b) The Company shall not permit any Note Guarantor to
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its assets to any Person unless: (i) the resulting,
surviving or transferee Person will be a corporation organized and existing
under the laws of the United States, any State thereof or the District of
Columbia, and such Person (if not such Note Guarantor) shall expressly assume,
by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of such Note Guarantor under
its Note Guarantee; (ii) immediately after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the resulting,
surviving or transferee Person as a result of such transaction as having been
Incurred by such Person at the time of such transaction), no Default shall have
occurred and be continuing; and (iii) the Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture; PROVIDED, HOWEVER, that the foregoing shall not
apply to any such consolidation or merger with or into, or conveyance, transfer
or lease to, any Person if the resulting, surviving or transferee Person shall
not be a Subsidiary of the Company and the other terms of this Indenture,
including Section 4.06, are complied with.

                  (c) Notwithstanding the foregoing, (i) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company and (ii) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax or other benefits.



<PAGE>   50
                                                                             44


                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

                  SECTION 6.01. EVENTS OF DEFAULT. An "Event of Default" occurs
if:

                  (a) the Company defaults in any payment of interest on any
         Note when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 10, and such default continues
         for a period of 30 days;

                  (b) the Company defaults in the payment of the principal of
         any Note when the same becomes due and payable at its Stated Maturity,
         upon required redemption or repurchase, upon declaration or otherwise,
         whether or not such payment shall be prohibited by Article 10;

                  (c) the Company or any Note Guarantor fails to comply with
         Section 5.01;

                  (d) the Company fails to comply with Section 4.02, 4.03,
         4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 or 4.13 (other than a failure
         to purchase Notes when required under Section 4.06 or 4.08) and such
         failure continues for 30 days after the notice specified below;

                  (e) the Company or any Note Guarantor fails to comply with
         any of its agreements in the Notes or this Indenture (other than those
         referred to in (a), (b), (c) or (d) above) and such failure continues
         for 60 days after the notice specified below;

                  (f) Indebtedness of the Company or any Restricted Subsidiary
         is not paid within any applicable grace period after final maturity or
         the acceleration by the holders thereof because of a default and the
         total amount of such Indebtedness unpaid or accelerated exceeds $10.0
         million or its foreign currency equivalent at the time and such
         failure continues for 10 days after the notice specified below;

                  (g) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case;

                           (ii) consents to the entry of an order for relief
                  against it in an involuntary case;

                           (iii) consents to the appointment of a Custodian of
                  it or for any substantial part of its property; or

                           (iv) makes a general assignment for the benefit of
                  its creditors;

         or takes any comparable action under any foreign laws relating to
         insolvency;

                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:






<PAGE>   51
                                                                             45


                           (i) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;

                           (ii) appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of its
                  property; or

                           (iii) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days;

                  (i) any judgment or decree for the payment of money in excess
         of $10.0 million or its foreign currency equivalent (net of any
         amounts with respect to which a reputable and creditworthy insurance
         company has acknowledged liability in writing) is rendered against the
         Company or any Restricted Subsidiary and either (A) an enforcement
         proceeding has been commenced by any creditor upon such judgment or
         decree or (B) there is a period of 60 days following the entry of such
         judgment or decree during which such judgment or decree is not
         discharged, waived or the execution thereof stayed; or

                  (j) any Note Guarantee ceases to be in full force and effect
         (except as contemplated by the terms thereof) or any Note Guarantor or
         Person acting by or on behalf of such Note Guarantor denies or
         disaffirms its obligations under this Indenture or any Note Guarantee
         and such Default continues for 10 days after the notice specified
         below.

                  The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  The term "Bankruptcy Law" means Title 11, UNITED STATES CODE,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  A Default under clause (d), (e), (f) or (j) above is not an
Event of Default until the Trustee notifies the Company or the Holders of at
least 25% in principal amount of the outstanding Notes notify the Company and
the Trustee of the Default and the Company or the Note Guarantor, as
applicable, does not cure such Default within the time specified after receipt
of such notice. Such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days
after the occurrence thereof, written notice in the form of an Officers'
Certificate of any event which with the giving of notice or the lapse of time
would become an Event of Default, its status and what action the Company is
taking or proposes to take with respect thereto.

                  SECTION 6.02. ACCELERATION. If an Event of Default (other
than an Event of Default specified in Section 6.01(g) or (h) with respect to
the Company) occurs




<PAGE>   52
                                                                             46


and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in principal amount of the outstanding Notes by notice to the Company
and the Trustee, may declare the principal of and accrued but unpaid interest
on all the Notes to be due and payable. Upon such a declaration, such principal
and interest shall be due and payable immediately. If an Event of Default
specified in Section 6.01(g) or (h) with respect to the Company occurs, the
principal of and interest on all the Notes shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in principal amount of
the Notes by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                  SECTION 6.03. OTHER REMEDIES. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 6.04. WAIVER OF PAST DEFAULTS. The Holders of a
majority in principal amount of the Notes by notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of
the principal of or interest on a Note, (b) a Default arising from the failure
to redeem or purchase any Note when required pursuant to the terms of this
Indenture or (c) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

                  SECTION 6.05. CONTROL BY MAJORITY. The Holders of a majority
in principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture
or, subject to Section 7.01, that the Trustee determines is unduly prejudicial
to the rights of other Holders or would involve the Trustee in personal
liability; PROVIDED, HOWEVER, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.

                  SECTION 6.06. LIMITATION ON SUITS. Except to enforce the
right to receive payment of principal, premium (if any) or interest when due,
no Holder may pursue any remedy with respect to this Indenture or the Notes
unless:




<PAGE>   53
                                                                             47


                  (a) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

                  (b) the Holders of at least 25% in principal amount of the
         Notes then outstanding make a written request to the Trustee to pursue
         the remedy;

                  (c) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (e) the Holders of a majority in principal amount of the
         Notes then outstanding do not give the Trustee a direction
         inconsistent with the request during such 60-day period.

                  A Holder may not use this Indenture to prejudice the rights
of another Holder or to obtain a preference or priority over another Holder.

                  SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and liquidated damages and interest on the
Notes held by such Holder, on or after the respective due dates expressed or
provided for in the Notes, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

                  SECTION 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company and any other obligor on the Notes for the whole amount
then due and owing (together with interest on overdue principal and (to the
extent lawful) on any unpaid interest at the rate provided for in the Notes)
and the amounts provided for in Section 7.07.

                  SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed
in any judicial proceedings relative to the Company, any Subsidiary or Note
Guarantor, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder
to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses, disburse
ments and advances of the Trustee, its agents and its counsel, and any other
amounts due the Trustee under Section 7.07.

                  SECTION 6.10. PRIORITIES. If the Trustee collects any money
or property pursuant to this Article 6, it shall pay out the money or property
in the following order:

                  FIRST:  to the Trustee for amounts due under Section 7.07;




<PAGE>   54
                                                                             48


                  SECOND: to holders of Senior Indebtedness of the Company to
         the extent required by Article 10 and to holders of Senior
         Indebtedness of the Note Guarantors to the extent required by Article
         12;

                  THIRD: to Holders for amounts due and unpaid on the Notes for
         principal and interest, ratably, and any liquidated damages without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes for principal, any liquidated damages and
         interest, respectively; and

                  FOURTH: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice
that states the record date, the payment date and amount to be paid.

                  SECTION 6.11. UNDERTAKING FOR COSTS. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in principal amount of the Notes.

                  SECTION 6.12. WAIVER OF STAY OR EXTENSION LAWS. Neither the
Company nor any Note Guarantor (to the extent it may lawfully do so) shall at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company and each Note Guarantor (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the exe cution of
every such power as though no such law had been enacted.

                                   ARTICLE 7

                                    TRUSTEE

                  SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

                  (b)  Except during the continuance of an Event of Default:


<PAGE>   55
                                                                             49


                  (i) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements
         of this Indenture. However, the Trustee shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture.

                  (c) The Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own wilful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (ii) the Trustee shall not be liable for any error of
         judgment made in good faith by a Trust Officer unless it is proved
         that the Trustee was negligent in ascertaining the pertinent facts;

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05; and

                  (iv) No provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur financial liability
         in the performance of any of its duties hereunder or in the exercise
         of any of its rights or powers, if it shall have reasonable grounds to
         believe that repayment of such funds or adequate indemnity against
         such risk or liability is not reasonably assured to it.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (g) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

                  SECTION 7.02. RIGHTS OF TRUSTEE. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter
stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on the Officers' Certificate or Opinion of Counsel.



<PAGE>   56
                                                                             50


                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; PROVIDED, HOWEVER, that the Trustee's conduct does not
constitute wilful misconduct or negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the Holders of not less than a majority in principal amount of the Notes at
the time outstanding, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

                  SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying
agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.

                  SECTION 7.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Note Guarantee or the Notes, it shall not be accountable
for the Company's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company or any Note Guarantor in this
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Trustee's certificate of authentication. The
Trustee shall not be charged with knowledge of any Default or Event of Default
under Sections 6.01(c), (d), (e), (f), (i) or (j) or of the identity of any
Significant Subsidiary unless either (a) a Trust Officer shall have actual
knowledge thereof or (b) the Trustee shall have notice thereof in accordance
with Section 13.02 hereof from the Company, any Note Guarantor or any Holder.

                  SECTION 7.05. NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within the earlier of 90 days after it occurs or
30 days after it is known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default in payment of
principal of, premium, if any, or interest on any Note (including payments
pursuant to the redemption provisions of such Note), the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders.





<PAGE>   57
                                                                             51


                  SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS. As promptly as
practicable after each March 15 beginning with the March 15 following the date
of this Indenture, and in any event prior to May 15 in each year, the Trustee
shall mail to each Holder a brief report dated as of such March 15 that
complies with Section 313(a) of the TIA if and to the extent required thereby.
The Trustee shall also comply with Section 313(b) of the TIA.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange (if any) on which the Notes
are listed. The Company agrees to notify promptly the Trustee whenever the
Notes become listed on any stock exchange and of any delisting thereof.

                  SECTION 7.07. COMPENSATION AND INDEMNITY. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Note Guarantor, jointly and severally shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Company of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; PROVIDED, HOWEVER, that any
failure so to notify the Company shall not relieve the Company or any Note
Guarantor of its indemnity obligations hereunder. The Company shall defend the
claim and the indemnified party shall provide reasonable cooperation at the
Company's expense in the defense. Such indemnified parties may have separate
counsel and the Company and the Note Guarantors, as applicable shall pay the
fees and expenses of such counsel; PROVIDED, HOWEVER, that the Company shall
not be required to pay such fees and expenses if it assumes such indemnified
parties' defense and, in such indemnified parties' reasonable judgment, there
is no conflict of interest between the Company and the Note Guarantors, as
applicable, and such parties in connection with such defense. The Company need
not reimburse any expense or indemnify against any loss, liability or expense
incurred by an indemnified party through such party's own wilful misconduct,
negligence or bad faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest and any liquidated damages on particular Notes.

                  The Company's payment obligations pursuant to this Section
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(g) or (h) with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.




<PAGE>   58
                                                                             52


                  SECTION 7.08. REPLACEMENT OF TRUSTEE. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10;

                  (b) the Trustee is adjudged bankrupt or insolvent;

                  (c) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (d) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
who has been a bona fide Holder of a Note for at least six months may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                  SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the





<PAGE>   59
                                                                             53


Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have.

                  SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b) subject to its right to apply for a stay of its
duty to resign under the penultimate paragraph of TIA Section 310(b); PROVIDED,
HOWEVER, that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

                  SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  SECTION 8.01. DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.
(a) When (i) all outstanding Notes (other than Notes replaced or paid pursuant
to Section 2.07) have been canceled or delivered to the Trustee for cancelation
or (ii) all outstanding Notes have become due and payable, whether at maturity
or as a result of the mailing of a notice of redemption pursuant to Article 3
hereof, and the Company irrevocably deposits with the Trustee funds in an
amount sufficient or U.S. Government Obligations, the principal of and interest
on which will be sufficient, or a combination thereof sufficient, in the
written opinion of a nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited) to pay principal of and
interest on the outstanding Notes when due at maturity or upon redemption,
including interest thereon to maturity or such redemption date (other than
Notes replaced or paid pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on
demand of the Company accompanied by an Officers' Certificate and an Opinion of
Counsel and at the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all of its obligations under the Notes and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.13 and the operation
of Section 5.01(a)(iii), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant
Subsidiaries of the Company only), 6.01(h) (with respect to Significant
Subsidiaries of the Company only) and 6.01(i) ("covenant defeasance




<PAGE>   60
                                                                             54


option"). The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. In the event that the
Company terminates all of its obligations under the Notes and this Indenture by
exercising its legal defeasance option, the obligations under the Note
Guarantees shall each be terminated simultaneously with the termination of such
obligations.

                  If the Company exercises its legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Section 6.01(d),
6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company
only), 6.01(h) (with respect to Significant Subsidiaries of the Company only)
or 6.01(i) or because of the failure of the Company to comply with clause
Section 5.01(a)(iii).

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08 and in
this Article 8 shall survive until the Notes have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06
shall survive.

                  SECTION 8.02. CONDITIONS TO DEFEASANCE. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (a) the Company irrevocably deposits in trust with the
         Trustee money in an amount sufficient or U.S. Government Obligations,
         the principal of and interest on which will be sufficient, or a
         combination thereof sufficient, to pay the principal, premium (if any)
         and interest on the Notes when due at maturity or redemption, as the
         case may be, including interest thereon to maturity or such redemption
         date;

                  (b) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the pay ments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and
         interest when due on all the Notes to maturity or redemption, as the
         case may be;

                  (c) 123 days pass after the deposit is made and during the
         123-day period no Default specified in Section 6.01(g) or (h) with
         respect to the Company occurs which is continuing at the end of the
         period;

                  (d) the deposit does not constitute a default under any other
         agreement binding on the Company and is not prohibited by Article 10;

                  (e) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;





<PAGE>   61
                                                                             55


                  (f) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Holders will not recognize income,
         gain or loss for Federal income tax purposes as a result of such
         deposit and defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such deposit and defeasance had not occurred;

                  (g) in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders will not recognize income, gain or loss
         for Federal income tax purposes as a result of such deposit and
         covenant defeasance and will be subject to Federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such deposit and covenant defeasance had not
         occurred; and

                  (h) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance and discharge of the Notes as
         contemplated by this Article 8 have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

                  SECTION 8.03. APPLICATION OF TRUST MONEY. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant
to this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Notes. Money and
securities so held in trust are not subject to Article 10 or 12.

                  SECTION 8.04. REPAYMENT TO COMPANY. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any money or
U.S. Government Obligations held by it as provided in this Article which, in
the written opinion of a nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited), are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent discharge or defeasance in accordance with this Article.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal or interest that remains unclaimed
for two years, and, thereafter, Holders entitled to the money must look to the
Company for payment as general creditors and the Trustee and the Paying Agent
shall have no further liability with respect to such monies.




<PAGE>   62
                                                                             56


                  SECTION 8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06. REINSTATEMENT. If the Trustee or Paying Agent
is unable to apply any money or U.S. Government Obligations in accordance with
this Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to this Article 8 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; PROVIDED, HOWEVER, that, if the
Company has made any payment of interest on or principal of any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01. WITHOUT CONSENT OF HOLDERS. The Company, the
Note Guarantors and the Trustee may amend this Indenture or the Notes without
notice to or consent of any Holder:

                  (a) to cure any ambiguity, omission, defect or inconsistency;

                  (b) to comply with Article 5;

                  (c) to provide for uncertificated Notes in addition to or in
         place of certificated Notes; PROVIDED, HOWEVER, that the
         uncertificated Notes are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Notes are described in Section 163(f)(2)(B) of the Code;

                  (d) to make any change in Article 10 or Article 12 that would
         limit or terminate the benefits available to any holder of Senior
         Indebtedness (or Representatives therefor) under Article 10 or Article
         12;

                  (e) to add additional Guarantees with respect to the Notes or
         to secure the Notes;

                  (f) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company;

                  (g) to comply with any requirement of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA;

                  (h) to make any change that does not adversely affect the
         rights of any Holder; or




<PAGE>   63
                                                                             57


                  (i) to provide for the issuance of the Exchange Notes or
         Private Exchange Notes, which shall have terms substantially identical
         in all material respects to the Initial Notes (except that the
         transfer restrictions contained in the Initial Notes shall be modified
         or eliminated, as appropriate), and which shall be treated, together
         with any outstanding Initial Notes, as a single issue of securities.

                  An amendment under this Section 9.01 may not make any change
that adversely affects the rights under Article 10 or Article 12 of any holder
of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment.
However, the failure to give such notice to all Holders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section.

                  SECTION 9.02. WITH CONSENT OF HOLDERS. The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Notes without notice
to any Holder but with the written consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange for the Notes). However,
without the consent of each Holder affected, an amendment may not:

                  (a) reduce the amount of Notes whose Holders must consent to
         an amendment;

                  (b) reduce the rate of or extend the time for payment of
         interest or any liquidated damages on any Note;

                  (c) reduce the principal of or extend the Stated Maturity of
         any Note;

                  (d) reduce the premium payable upon the redemption of any
         Note or change the time at which any Note may be redeemed in
         accordance with Article 3 and paragraph 5 of the Notes.

                  (e) make any Note payable in money other than that stated in
         the Note;

                  (f) make any change in Article 10 or Article 12 that
         adversely affects the rights of any Holder under Article 10 or Article
         12;

                  (g) impair the right of any Holder to receive payment of
         principal of, and interest or any liquidated damages on, such Holder's
         Notes on or after the due dates therefor or to institute suit for the
         enforcement of any payment on or with respect to such Holder's Notes;

                  (h) make any change in Section 6.04 or 6.07 or the second
         sentence of this

         Section 9.02; or

                  (i) modify the Note Guarantees in any manner adverse to the
         Holders.





<PAGE>   64
                                                                             58


                  It shall not be necessary for the consent of the Holders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent approves the substance thereof.

                  An amendment under this Section 9.02 may not make any change
that adversely affects the rights under Article 10 or Article 12 of any holder
of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

                  SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.  Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.

                  SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.
A consent to an amendment or a waiver by a Holder of a Note shall bind the
Holder and every subsequent Holder of that Note or portion of the Note that
evidences the same debt as the consenting Holder's Note, even if notation of
the consent or waiver is not made on the Note. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Note or
portion of the Note if the Trustee receives the notice of revocation before the
date on which the Trustee receives an Officers' Certificate from the Company
certifying that the requisite number of consents have been received. After an
amendment or waiver becomes effective, it shall bind every Holder. An amendment
or waiver becomes effective upon the (a) receipt by the Company or the Trustee
of the requisite number of consents, (b) satisfaction of conditions to
effectiveness as set forth in this Indenture and any indenture supplemental
hereto containing such amendment or waiver and (c) execution of such amendment
or waiver (or supplemental indenture) by the Company and the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

                  SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES. If an
amendment changes the terms of a Note, the Trustee may require the Holder of
the Note to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment.




<PAGE>   65
                                                                             59


                  SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture and
that such amendment is the legal, valid and binding obligation of the Company
and the Note Guarantors enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03).

                  SECTION 9.07. PAYMENT FOR CONSENT. Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.

                                   ARTICLE 10

                                 SUBORDINATION

                  SECTION 10.01. AGREEMENT TO SUBORDINATE. The Company agrees,
and each Holder by accepting a Note agrees, that the Indebtedness evidenced by
the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full of all Senior
Indebtedness of the Company and that the subordination is for the benefit of
and enforceable by the holders of such Senior Indebtedness. The Notes shall in
all respects rank PARI PASSU with all other Senior Subordinated Indebtedness of
the Company and shall rank senior to all existing and future Subordinated
Obligations of the Company and only Indebtedness of the Company that is Senior
Indebtedness of the Company shall rank senior to the Notes in accordance with
the provisions set forth herein. For purposes of this Article 10, the
Indebtedness evidenced by the Notes shall be deemed to include the liquidated
damages payable pursuant to the provisions set forth in the Notes and the
Registration Agreement. All provisions of this Article 10 shall be subject to
Section 10.12.

                  SECTION 10.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

                  (a) the holders of Senior Indebtedness of the Company shall
         be entitled to receive payment in full of such Senior Indebtedness
         before Holders shall be entitled to receive any payment of principal
         of or interest on the Notes; and

                  (b) until such Senior Indebtedness of the Company is paid in
         full, any payment or distribution to which Holders would be entitled
         but for this Article 10




<PAGE>   66
                                                                             60


         shall be made to holders of such Senior Indebtedness as their
         interests may appear (except that Holders may receive and retain (i)
         Permitted Junior Securities and (ii) payments made from the trust
         described in Section 8.02 so long as, on the date or dates the
         respective amounts were paid into the trust, such payments were made
         with respect to the Notes without violating this Article 10); if a
         distribution is made to Holders that due to this Article 10 should not
         have been made to them, such Holders will be required to hold it in
         trust for the holders of Senior Indebtedness of the Company and pay it
         over to them as their interests may appear.

                  SECTION 10.03. DEFAULT ON SENIOR INDEBTEDNESS. The Company
may not pay principal of, premium (if any) or interest on the Notes or make any
deposit pursuant to Article 8 and may not otherwise repurchase, redeem or
otherwise retire any Notes (except that Holders may receive and retain
Permitted Junior Securities and payments made from the trust described in
Section 8.02) (collectively, "pay the Notes") if (a) any Designated Senior
Indebtedness of the Company is not paid when due or (b) any other default on
such Designated Senior Indebtedness occurs and the maturity of such Designated
Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, (i) the default has been cured or waived and any such acceleration
has been rescinded or (ii) such Designated Senior Indebtedness has been paid in
full; PROVIDED, HOWEVER, that the Company may pay the Notes without regard to
the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of such Designated Senior Indebtedness
with respect to which either of the events set forth in clause (a) or (b) of
this sentence has occurred and is continuing. During the continuance of any
default (other than a default described in clause (a) or (b) of the preceding
sentence) with respect to any Designated Senior Indebtedness of the Company
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, the Company
may not pay the Notes for a period (a "Payment Blockage Period") commencing
upon the receipt by the Trustee (with a copy to the Company) of written notice
(a "Blockage Notice") of such default from the Representative of such
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (a) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice, (b) by
repayment in full of such Designated Senior Indebtedness or (c) because no
defaults are continuing). Notwithstanding the provisions described in the
immediately preceding sentence (but subject to the provisions contained in the
first sentence of this Section 10.03), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, the Company
may resume payments on the Notes after the end of such Payment Blockage Period,
including any missed payments. Not more than one Blockage Notice may be given
in any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness during such period; PROVIDED,
HOWEVER, that if any Blockage Notice within such 360-day period is given by or
on behalf of any holders of Designated Senior Indebtedness of the Company other
than the Bank Indebtedness, the Representative of the Bank Indebtedness may
give another Blockage Notice within such period; PROVIDED FURTHER, HOWEVER,
that in no event may the total number of days during which any Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period. For purposes of this Section 10.03, no default or event
of default that existed or was continuing on the date of the




<PAGE>   67
                                                                             61


commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not
within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90
consecutive days.

                  SECTION 10.04. ACCELERATION OF PAYMENT OF NOTES. If payment
of the Notes is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
of the Company (or their Representative) of the acceleration; PROVIDED,
HOWEVER, that, in the case of the Trustee, the Trustee shall have received
written notice from the Company or a Representative identifying such Designated
Senior Indebtedness, on which notice the Trustee shall be entitled to
conclusively rely. If any Designated Senior Indebtedness of the Company is
outstanding, the Company may not pay the Notes until five Business Days after
such holders or the Representative of such Designated Senior Indebtedness
receive notice of such acceleration and, thereafter, may pay the Notes only if
this Article 10 otherwise permits payment at that time.

                  SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a
distribution is made to Holders that because of this Article 10 should not have
been made to them, the Holders who receive the distribution shall hold it in
trust for holders of Senior Indebtedness of the Company and pay it over to them
as their interests may appear.

                  SECTION 10.06. SUBROGATION. After all Senior Indebtedness of
the Company is paid in full and until the Notes are paid in full, Holders shall
be subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to Senior Indebtedness of the Company. A distribution
made under this Article 10 to holders of such Senior Indebtedness of the
Company which otherwise would have been made to Holders is not, as between the
Company and Holders, a payment by the Company on such Senior Indebtedness.

                  SECTION 10.07. RELATIVE RIGHTS. This Article 10 defines the
relative rights of Holders and holders of Senior Indebtedness of the Company.
Nothing in this Indenture shall:

                  (1) impair, as between the Company and Holders, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest on and liquidated damages in respect of, the
         Notes in accordance with their terms; or

                  (2) prevent the Trustee or any Holder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         Senior Indebtedness of the Company to receive distributions otherwise
         payable to Holders.

                  SECTION 10.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.




<PAGE>   68
                                                                             62


                  SECTION 10.09. RIGHTS OF TRUSTEE AND PAYING AGENT.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Notes and shall not be charged with knowledge of the existence
of facts that would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Trust Officer of
the Trustee receives notice satisfactory to it that payments may not be made
under this Article 10. The Company, the Registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness of the Company may give the
notice; PROVIDED, HOWEVER, that, if an issue of Senior Indebtedness of the
Company has a Representative, only the Representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it
were not Trustee. The Registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Company which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07 or any other section
of this Indenture.

                  SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).

                  SECTION 10.11. ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT OR
LIMIT RIGHT TO ACCELERATE. The failure to make a payment pursuant to the Notes
by reason of any provision in this Article 10 shall not be construed as
preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Notes.

                  SECTION 10.12. TRUST MONEYS NOT SUBORDINATED. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Notes shall not be subordinated
to the prior payment of any Senior Indebtedness of the Company or subject to
the restrictions set forth in this Article 10, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.

                  SECTION 10.13. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
10.02 are pending, (b) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to the
Holders or (c) upon the Representatives for the holders of Senior Indebtedness
of the Company for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 10. In the event that the
Trustee determines, in good faith, that evidence is




<PAGE>   69
                                                                             63


required with respect to the right of any Person as a holder of Senior
Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 10, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial deter mination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.

                  SECTION 10.14. TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Holder by accepting a Note authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of the Company as provided in this Article 10 and appoints the
Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 10.15. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Holders or the
Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 10 or
otherwise.

                  SECTION 10.16. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS. Each Holder by accepting a Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness of
the Company, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Notes, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                   ARTICLE 11

                                NOTE GUARANTEES

                  SECTION 11.01. NOTE GUARANTEES. Each Note Guarantor hereby
jointly and severally irrevocably and unconditionally Guarantees, as a primary
obligor and not merely as a surety, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment when due, whether at
Stated Maturity, by acceleration, by redemption or otherwise, of all
obligations of the Company under this Indenture (including obligations to the
Trustee) and the Notes, whether for payment of principal of, interest on or
liquidated damages in respect of the Notes and all other monetary obligations
of the Company under this Indenture and the Notes and (b) the full and punctual
performance within applicable grace periods of all other obligations of the
Company whether for fees, expenses, indemnification or otherwise under this
Indenture and the Notes (all the foregoing being hereinafter collectively
called the "Guaranteed Obligations"). Each Note Guarantor further agrees that
the Guaranteed Obligations may




<PAGE>   70
                                                                             64


be extended or renewed, in whole or in part, without notice or further assent
from each such Note Guarantor, and that each such Note Guarantor shall remain
bound under this Article 11 notwithstanding any extension or renewal of any
Guaranteed Obligation.

                  Each Note Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Note Guarantor waives notice of
any default under the Notes or the Guaranteed Obligations. The obligations of
each Note Guarantor hereunder shall not be affected by (a) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under this Indenture, the Notes
or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Notes or any other agreement; (d)
the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee
to exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (f) any change in the ownership of such Note Guarantor, except
as provided in Section 11.02(b).

                  Each Note Guarantor hereby waives any right to which it may
be entitled to have its obligations hereunder divided among the Note
Guarantors, such that such Note Guarantor's obligations would be less than the
full amount claimed. Each Note Guarantor hereby waives any right to which it
may be entitled to have the assets of the Company first be used and depleted as
payment of the Company's or such Note Guarantor's obligations hereunder prior
to any amounts being claimed from or paid by such Note Guarantor hereunder.
Each Note Guarantor hereby waives any right to which it may be entitled to
require that the Company be sued prior to an action being initiated against
such Note Guarantor.

                  Each Note Guarantor further agrees that its Note Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Guaranteed Obligations.

                  The Note Guarantee of each Note Guarantor is, to the extent
and in the manner set forth in Article 12, subordinated and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the relevant Note Guarantor and is
made subject to such provisions of this Indenture.

                  Except as expressly set forth in Sections 8.01(b), 11.02 and
11.06, the obligations of each Note Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Note Guarantor herein
shall not be discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, wilful or
otherwise, in the performance of the obligations, or by any other act or thing
or omission or delay to do any other act or thing




<PAGE>   71
                                                                             65


which may or might in any manner or to any extent vary the risk of any Note
Guarantor or would otherwise operate as a discharge of any Note Guarantor as a
matter of law or equity.

                  Each Note Guarantor agrees that its Note Guarantee is a
continuing Guarantee and shall remain in full force and effect until payment in
full of all the Guaranteed Obligations. Each Note Guarantor further agrees that
its Note Guarantee herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of principal of
or interest on any Guaranteed Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
the Company or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Note Guarantor by virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each
Note Guarantor hereby promises to and shall, upon receipt of written demand by
the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (a) the unpaid principal amount of such
Guaranteed Obligations, (b) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (c) all other
monetary obligations of the Company to the Holders and the Trustee.

                  Each Note Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any
Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations and all obligations to which the Guaranteed Obligations
are subordinated as provided in Article 12. Each Note Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (a) the maturity of the Guaranteed Obligations guaranteed hereby
may be accelerated as provided in Article 6 for the purposes of any Note
Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations
guaranteed hereby, and (b) in the event of any declaration of acceleration of
such Guaranteed Obligations as provided in Article 6, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and
payable by such Note Guarantor for the purposes of this Section 11.01.

                  Each Note Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section 11.01.

                  Upon request of the Trustee, each Note Guarantor shall
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of
this Indenture.

                  SECTION 11.02. LIMITATION ON LIABILITY. (a) Any term or
provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Note
Guarantor shall not exceed the maximum amount that can be hereby Guaranteed
without rendering this Indenture, as it relates to such Note Guarantor,
voidable under applicable law relating to fraudulent




<PAGE>   72
                                                                             66


conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

                  (b) A Note Guarantee as to any Note Guarantor shall terminate
and be of no further force or effect and such Note Guarantor shall be deemed to
be released from all obligations under this Article 11 upon (i) the merger or
consolidation of such Note Guarantor with or into any Person other than the
Company or a Subsidiary or Affiliate of the Company where such Note Guarantor
is not the surviving entity of such consolidation or merger or (ii) the sale or
transfer by the Company or any Subsidiary of the Company of the Capital Stock
of such Note Guarantor (or by any other Person as a result of a foreclosure of
any Lien on such Capital Stock securing Senior Indebtedness), where, after such
sale or transfer, such Note Guarantor is no longer a Subsidiary of the Company;
PROVIDED, HOWEVER, that each such merger, consolidation, sale or transfer by
the Company or such Subsidiary or Affiliate (1) shall comply with this
Indenture, including the provisions of Section 4.06 or (2) in the case of a
sale or transfer as a result of a foreclosure of any Lien securing Senior
Indebtedness by the holder of such Lien, the net proceeds therefrom shall be
applied in compliance with the terms of this Indenture that would apply to a
sale thereof by the Company. At the request of the Company, the Trustee shall
execute and deliver an appropriate instrument evidencing such release (in the
form provided by the Company).

                  SECTION 11.03. SUCCESSORS AND ASSIGNS. This Article 11 shall
be binding upon each Note Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

                  SECTION 11.04. NO WAIVER. Neither a failure nor a delay on
the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege. The rights, remedies and benefits of the Trustee
and the Holders herein expressly specified are cumulative and not exclusive of
any other rights, remedies or benefits which either may have under this Article
11 at law, in equity, by statute or otherwise.

                  SECTION 11.05. MODIFICATION. No modification, amendment or
waiver of any provision of this Article 11, nor the consent to any departure by
any Note Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Note Guarantor in any case shall entitle
such Note Guarantor to any other or further notice or demand in the same,
similar or other circumstances.

                  SECTION 11.06. EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE
NOTE GUARANTORS. Each Subsidiary which is required to become a Note Guarantor
pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Note Guarantor under this Article 11 and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the




<PAGE>   73
                                                                             67


Company shall deliver to the Trustee an Opinion of Counsel and an Officers'
Certificate to the effect that such supplemental indenture has been duly
authorized, executed and delivered by such Subsidiary and that, subject to the
application of bankruptcy, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws relating to creditors' rights generally and to
the principles of equity, whether considered in a proceeding at law or in
equity, the Note Guarantee of such Note Guarantor is a legal, valid and binding
obligation of such Note Guarantor, enforceable against such Note Guarantor in
accordance with its terms and to such other matters as the Trustee may
reasonably request.

                  SECTION 11.07. NON-IMPAIRMENT. The failure to endorse a Note
Guarantee on any Note shall not affect or impair the validity thereof.

                                   ARTICLE 12

                      SUBORDINATION OF THE NOTE GUARANTEES

                  SECTION 12.01. AGREEMENT TO SUBORDINATE. Each Note Guarantor
agrees, and each Holder by accepting a Note agrees, that the obligations of a
Note Guarantor hereunder are subordinated in right of payment, to the extent
and in the manner provided in this Article 12, to the prior payment in full of
all Senior Indebtedness of such Note Guarantor and that the subordination is
for the benefit of and enforceable by the holders of such Senior Indebtedness
of such Note Guarantor. The obligations hereunder with respect to a Note
Guarantor shall in all respects rank PARI PASSU with all other Senior
Subordinated Indebtedness of such Note Guarantor and shall rank senior to all
existing and future Subordinated Obligations of such Note Guarantor; and only
Indebtedness of such Note Guarantor that is Senior Indebtedness of such Note
Guarantor shall rank senior to the obligations of such Note Guarantor in
accordance with the provisions set forth herein.

                  SECTION 12.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any
payment or distribution of the assets of a Note Guarantor to creditors upon a
total or partial liquidation or a total or partial dissolution of such Note
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to such Note Guarantor or its property:

                  (a) the holders of Senior Indebtedness of such Note Guarantor
         shall be entitled to receive payment in full of such Senior
         Indebtedness before Holders shall be entitled to receive any payment
         pursuant to any Guaranteed Obligations from such Note Guarantor; and

                  (b) until such Senior Indebtedness of such Note Guarantor is
         paid in full, any payment or distribution to which Holders would be
         entitled but for this Article 12 shall be made to holders of such
         Senior Indebtedness as their respective interests may appear, (except
         that Holders may receive and retain (i) Permitted Junior Securities
         and (ii) payments made from the trust described in Section 8.02 so
         long as, on the date or dates the respective amounts were paid into
         the trust, such payments were made with respect to the Note Guarantees
         without violating this Article 12); if a distribution is made to
         Holders that due to this Article 12 should not have been made to them,
         such Holders shall be required




<PAGE>   74
                                                                             68


         to hold it in trust for the holders of Senior Indebtedness of such
         Note Guarantor and pay it over to them as their interests may appear.

                  SECTION 12.03. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS OF A
NOTE GUARANTOR. A Note Guarantor may not make any payment pursuant to any of
the Guaranteed Obligations or repurchase, redeem or otherwise retire any Notes
(except that Holders may receive and retain Permitted Junior Securities and
payments made from the trust described in Section 8.02) (collectively, "pay its
Guarantee") if (a) any Designated Senior Indebtedness of such Note Guarantor is
not paid when due or (b) any other default on Designated Senior Indebtedness of
such Note Guarantor occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either
case, (i) the default has been cured or waived and any such acceleration has
been rescinded or (ii) such Designated Senior Indebtedness has been paid in
full; PROVIDED, HOWEVER, that such Note Guarantor may pay its Guarantee without
regard to the foregoing if such Note Guarantor and the Trustee receive written
notice approving such payment from the Representative of the holders of such
Designated Senior Indebtedness with respect to which either of the events in
clause (a) or (b) of this sentence has occurred and is continuing. During the
continuance of any default (other than a default described in clause (a) or (b)
of the preceding sentence) with respect to any Designated Senior Indebtedness
of a Note Guarantor pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
such Note Guarantor may not pay its Guarantee for a period (a "Guarantee
Payment Blockage Period") commencing upon the receipt by the Trustee (with a
copy to such Note Guarantor and the Company) of written notice (a "Guarantee
Blockage Notice") of such default from the Representative of the holders of
such Designated Senior Indebtedness of such Note Guarantor specifying an
election to effect a Guarantee Payment Blockage Period and ending 179 days
thereafter (or earlier if such Guarantee Payment Blockage Period is terminated
(a) by written notice to the Trustee (with a copy to such Note Guarantor and
the Company) from the Person or Persons who gave such Guarantee Blockage
Notice, (b) by repayment in full of such Designated Senior Indebtedness or (c)
because no defaults are continuing). Notwithstanding the provisions described
in the immediately preceding sentence (but subject to the provisions contained
in the first sentence of this Section 12.03), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, such Note
Guarantor may resume to paying its Guarantee after such Guarantee Payment
Blockage Period, including any missed payments. Not more than one Guarantee
Blockage Notice may be given with respect to a Note Guarantor in any
consecutive 360-day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness of such Note Guarantor during such period;
PROVIDED, HOWEVER, that if any Guarantee Blockage Notice within such 360-day
period is given by or on behalf of any holders of Designated Senior
Indebtedness of such Note Guarantor other than the Bank Indebtedness, the
Representative of the Bank Indebtedness may give another Guarantee Blockage
Notice within such period; PROVIDED FURTHER, HOWEVER, that in no event may the
total number of days during which any Guarantee Payment Blockage Period or
Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period. For purposes of this Section 12.03, no default or event
of default that existed or was continuing on the date of the commencement of
any Guarantee Payment Blockage Period with respect to the Designated Senior
Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Guarantee Payment




<PAGE>   75
                                                                             69


Blockage Period by the Representative of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default or
event of default shall have been cured or waived for a period of not less than
90 consecutive days.

                  SECTION 12.04. DEMAND FOR PAYMENT. If payment of the Notes is
accelerated because of an Event of Default and a demand for payment is made on
a Note Guarantor pursuant to Article 11, such Note Guarantor or the Trustee
shall promptly notify the holders of the Designated Senior Indebtedness of such
Note Guarantor (or the Representative of such holders) of such demand;
PROVIDED, HOWEVER, that, in the case of the Trustee, the Trustee shall have
received written notice from the Company, such Note Guarantor or a
Representative identifying such Designated Senior Indebtedness, on which notice
the Trustee shall be entitled to conclusively rely. If any Designated Senior
Indebtedness of such Note Guarantor is outstanding, such Note Guarantor may not
pay its Guarantee until five Business Days after such holders or the
Representative of the holders of the Designated Senior Indebtedness of such
Note Guarantor receive notice of such demand and, thereafter, may pay its
Guarantee only if this Article 12 otherwise permits payment at that time.

                  SECTION 12.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a
payment or distribution is made to Holders that because of this Article 12
should not have been made to them, the Holders who receive the payment or
distribution shall hold such payment or distribution in trust for holders of
the Senior Indebtedness of the relevant Note Guarantor and pay it over to them
as their respective interests may appear.

                  SECTION 12.06. SUBROGATION. After all Senior Indebtedness of
a Note Guarantor is paid in full and until the Notes are paid in full, Holders
shall be subrogated to the rights of holders of Senior Indebtedness of such
Note Guarantor to receive distributions applicable to Senior Indebtedness of
such Note Guarantor. A distribution made under this Article 12 to holders of
Senior Indebtedness of such Note Guarantor which otherwise would have been made
to Holders is not, as between such Note Guarantor and Holders, a payment by
such Note Guarantor on Senior Indebtedness of such Note Guarantor.

                  SECTION 12.07. RELATIVE RIGHTS. This Article 12 defines the
relative rights of Holders and holders of Senior Indebtedness of a Note
Guarantor. Nothing in this Indenture shall:

                  (1) impair, as between a Note Guarantor and Holders, the
         obligation of a Note Guarantor which is absolute and unconditional, to
         make payments with respect to the Guaranteed Obligations to the extent
         set forth in Article 11; or

                  (2) prevent the Trustee or any Holder from exercising its
         available remedies upon a default by a Note Guarantor under its
         obligations with respect to the Guaranteed Obligations, subject to the
         rights of holders of Senior Indebtedness of such Note Guarantor to
         receive distributions otherwise payable to Holders.

                  SECTION 12.08. SUBORDINATION MAY NOT BE IMPAIRED BY A NOTE
GUARANTOR. No right of any holder of Senior Indebtedness of a Note Guarantor to
enforce the subordination of the obligations of such Note Guarantor hereunder
shall be impaired




<PAGE>   76
                                                                             70


by any act or failure to act by such Note Guarantor or by its failure to comply
with this Indenture.

                  SECTION 12.09. RIGHTS OF TRUSTEE AND PAYING AGENT.
Notwithstanding Section 12.03, the Trustee or the Paying Agent may continue to
make payments on the Notes and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 12. A Note Guarantor, the Registrar or co-registrar,
the Paying Agent, a Representative or a holder of Senior Indebtedness of a Note
Guarantor may give the notice; PROVIDED, HOWEVER, that if an issue of Senior
Indebtedness of a Note Guarantor has a Representative, only the Representative
may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of a Note Guarantor with the same rights it would have if
it were not Trustee. The Registrar and co-registrar and the Paying Agent may do
the same with like rights. The Trustee shall be entitled to all the rights set
forth in this Article 12 with respect to any Senior Indebtedness of a Note
Guarantor which may at any time be held by it, to the same extent as any other
holder of Senior Indebtedness of such Note Guarantor; and nothing in Article 7
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article 12 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07 or any other section of this Indenture.

                  SECTION 12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of a Note Guarantor, the distribution may be made and the notice
given to their Representative (if any).

                  SECTION 12.11. ARTICLE 12 NOT TO PREVENT EVENTS OF DEFAULT OR
LIMIT RIGHT TO ACCELERATE. The failure of a Note Guarantor to make a payment on
any of its obligations by reason of any provision in this Article 12 shall not
be construed as preventing the occurrence of a default by such Note Guarantor
under such obligations. Nothing in this Article 12 shall have any effect on the
right of the Holders or the Trustee to make a demand for payment on a Note
Guarantor pursuant to Article 11.

                  SECTION 12.12. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
12.02 are pending, (b) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to the
Holders or (c) upon the Representatives for the holders of Senior Indebtedness
of a Note Guarantor for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness of a Note Guarantor and other Indebtedness of a Note Guarantor,
the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
12. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness of a Note Guarantor to participate in any payment or distribution
pursuant to this Article 12, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of such




<PAGE>   77
                                                                             71


Note Guarantor held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 12.

                  SECTION 12.13. TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Holder by accepting a Note authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of each of the Note Guarantors as provided in this Article 12 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 12.14. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS OF A NOTE GUARANTOR. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of a Note Guarantor and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Holders or the relevant Note Guarantor or any other Person, money
or assets to which any holders of Senior Indebtedness of such Note Guarantor
shall be entitled by virtue of this Article 12 or otherwise.

                  SECTION 12.15. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS OF
A NOTE GUARANTOR ON SUBORDINATION PROVISIONS. Each Holder by accepting a Note
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of a Note Guarantor, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Notes, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.

                  SECTION 12.16. DEFEASANCE. The terms of this Article 12 shall
not apply to payments from money or the proceeds of U.S. Government Obligations
held in trust by the Trustee for the payment of principal of and interest on
the Notes pursuant to the provisions described in Section 8.03.

                                   ARTICLE 13

                                 MISCELLANEOUS

                  SECTION 13.01. TRUST INDENTURE ACT CONTROLS. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of TIA Sections 310 to 318, inclusive,
such imposed duties or incorporated provision shall control.




<PAGE>   78
                                                                             72


                  SECTION 13.02. NOTICES. Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:

                                    if to the Company:
                                    American Media Operations, Inc.
                                    600 East Coast Avenue
                                    Lantana, Florida 33464-0002

                                    Attention of:  Chief Financial Officer

                                    if to the Trustee:
                                    The Chase Manhattan Bank
                                    3800 Colonnade Parkway
                                    Birmingham, AL 35243

                                    Attention of:  Corporate Trust Department

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be
mailed, first class mail, to the Holder at the Holder's address as it appears
on the registration books of the Registrar and shall be sufficiently given if
so mailed within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

                  SECTION 13.03. COMMUNICATION OF HOLDERS WITH OTHER HOLDERS.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

                  SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to
take or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (a) an Officers' Certificate in form reasonably satisfactory
         to the Trustee stating that, in the opinion of the signers, all
         conditions precedent, if any, provided for in this Indenture relating
         to the proposed action have been complied with; and

                  (b) an Opinion of Counsel in form reasonably satisfactory to
         the Trustee stating that, in the opinion of such counsel, all such
         conditions precedent have been complied with.

                  SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 4.09)
shall include:




<PAGE>   79
                                                                             73


                  (a) a statement that the individual making such certificate
         or opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such individual, he
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (d) a statement as to whether or not, in the opinion of such
         individual, such covenant or condition has been complied with.

                  SECTION 13.06. WHEN NOTES DISREGARDED. In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, any Note Guarantor or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Note Guarantor shall
be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which the Trustee knows are so owned
shall be so disregarded. Subject to the foregoing, only Notes outstanding at
the time shall be considered in any such determination.

                  SECTION 13.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.
The Trustee may make reasonable rules for action by or a meeting of Holders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

                  SECTION 13.08. LEGAL HOLIDAYS. A "Legal Holiday" is a
Saturday, a Sunday or other day on which banking institutions are not required
by law or by regulation to be open in the State of New York. If a payment date
is a Legal Holiday, payment shall be made on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be
affected.

                  SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                  SECTION 13.10. NO RECOURSE AGAINST OTHERS. A director,
officer, employee or stockholder, as such, of the Company or any Note Guarantor
shall not have any liability for any obligations of the Company or such Note
Guarantor under the Notes or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder shall waive and release all such lia bility. The waiver and
release shall be part of the consideration for the issue of the Notes.




<PAGE>   80
                                                                             74


                  SECTION 13.11. SUCCESSORS. All agreements of the Company and
each Note Guarantor in this Indenture and the Notes shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.

                  SECTION 13.12. MULTIPLE ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 13.13. TABLE OF CONTENTS; HEADINGS. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.




<PAGE>   81
                                                                             75


                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.

                                       On behalf of

                                       AMERICAN MEDIA OPERATIONS, INC.,
                                       NATIONAL ENQUIRER, INC., STAR
                                       EDITORIAL, INC., SOM PUBLISHING,
                                       INC., WEEKLY WORLD NEWS, INC.,
                                       COUNTRY WEEKLY, INC., DISTRIBUTION
                                       SERVICES, INC., FAIRVIEW PRINTING,
                                       INC., NDSI, INC., HEALTH XTRA,
                                       INC., RETAIL MARKETING NETWORK,
                                       INC., BIOCIDE, INC., AMERICAN MEDIA
                                       MARKETING, INC., and MARKETING
                                       SERVICES, INC.,



                                       By /s/ Peter A. Nelson
                                         ---------------------------------
                                         Name:  Peter A. Nelson
                                         Title: Executive Vice President and CFO




                                      THE CHASE MANHATTAN BANK, as Trustee



                                       By /s/ Roy Wessinger
                                         ---------------------------------
                                         Name:  Roy Wessinger
                                         Title: Authorized Signatory


<PAGE>   82

                                                                     APPENDIX A

                     PROVISIONS RELATING TO INITIAL NOTES,
                             PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

         1. DEFINITIONS

         1.1  DEFINITIONS

         For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

                  "Applicable Procedures" means, with respect to any transfer
or transaction involving a Regulation S Global Note or beneficial interest
therein, the rules and procedures of the Depositary for such Global Note,
Euroclear and Cedel, in each case to the extent applicable to such transaction
and as in effect from time to time.

                  "Cedel" means Cedel Bank, S.A., or any successor securities
clearing agency.

                  "Definitive Note" means a certificated Initial Note, Private
Exchange Note or Exchange Note (bearing the Restricted Notes Legend if the
transfer of such Note is restricted by applicable law) that does not include
the Global Notes Legend.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                  "Euroclear" means the Euroclear Clearance System or any
successor securities clearing agency.

                  "Exchange Offer Registration Statement" means a registration
statement filed by the Company with the SEC in connection with a Registered
Exchange Offer.

                  "Global Notes Legend" means the legend set forth under that
caption in Exhibit A to this Indenture.

                  "IAI" means an institutional "accredited investor" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "Initial Purchaser" means Chase Securities Inc.

                  "Issue Date" means the date on which the Initial Notes are
originally issued.

                  "Private Exchange" means an offer by the Company, pursuant to
the Registration Agreement, to issue and deliver to certain purchasers, in
exchange for the Initial Notes held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Notes.

                  "Private Exchange Notes" means the Notes of the Company
issued in exchange for Initial Notes pursuant to this Indenture in connection
with the Private Exchange pursuant to the Registration Agreement.





<PAGE>   83
                                                                              2


                  "Purchase Agreement" means the Purchase Agreement dated April
30, 1999, among the Company, the Note Guarantors and the Initial Purchaser.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Agreement, to certain Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for their Initial Notes, a like
aggregate principal amount of Exchange Notes registered under the Securities
Act.

                  "Registration Agreement" means the Exchange and Registration
Rights Agreement dated May 7, 1999, among the Company, the Note Guarantors and
the Initial Purchaser.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Regulation S Notes" means all Initial Notes offered and sold
outside the United States in reliance on Regulation S.

                  "Restricted Period", with respect to any Notes, means the
period of 40 consecutive days beginning on and including the later of (a) the
day on which such Notes are first offered to persons other than distributors
(as defined in Regulation S under the Securities Act) in reliance on Regulation
S, notice of which day shall be promptly given by the Company to the Trustee,
and (b) the Issue Date with respect to such Notes.

                  "Restricted Notes Legend" means the legend set forth in
Section 2.3(e)(i) herein.

                  "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "Rule 144A Notes" means all Initial Notes offered and sold to
QIBs in reliance on Rule 144A.

                  "Securities Act" means the Securities Act of 1933, as
amended.

                  "Notes Custodian" means the custodian with respect to a
Global Note (as appointed by the Depositary) or any successor person thereto,
who shall initially be the Trustee.

                  "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Initial Notes
pursuant to the Registration Agreement.

                  "Transfer Restricted Notes" means Definitive Notes and any
other Notes that bear or are required to bear the Restricted Notes Legend.




<PAGE>   84
                                                                              3


         1.2  OTHER DEFINITIONS

         Term:                                              Defined in Section:
         -----                                              -------------------
"Agent Members".....................................................2.1(b)
"IAI Global Note"...................................................2.1(a)
"Global Note".......................................................2.1(a)
"Regulation S Global Note"..........................................2.1(a)
"Rule 144A Global Note".............................................2.1(a)

         2.   THE NOTES

         2.1  FORM AND DATING

                  The Initial Notes issued on the date hereof shall be (a)
offered and sold by the Company pursuant to the Purchase Agreement and (b)
resold, initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons
other than U.S. Persons (as defined in Regulation S) in reliance on Regulation
S. Such Initial Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, except as set forth below, IAIs in
accordance with Rule 501.

                  (a) GLOBAL NOTES. Rule 144A Notes shall be issued initially
in the form of one or more permanent global Notes in definitive, fully
registered form (collectively, the "Rule 144A Global Note") and Regulation S
Notes shall be issued initially in the form of one or more global Notes
(collectively, the "Regulation S Global Note"), in each case without interest
coupons and bearing the Global Notes Legend and Restricted Notes Legend, which
shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Notes Custodian, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as provided in this Indenture. One or more global securities in
definitive, fully registered form without interest coupons and bearing the
Global Notes Legend and the Restricted Notes Legend (collectively, the "IAI
Global Note") shall also be issued on the Closing Date, deposited with the
Notes Custodian, and registered in the name of the Depositary or a nominee of
the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture to accommodate transfers of beneficial interests
in the Notes to IAIs subsequent to the initial distribution. Beneficial
ownership interests in the Regulation S Global Note shall not be exchangeable
for interests in the Rule 144A Global Note, the IAI Global Note or any other
Note without a Restricted Notes Legend until the expiration of the Restricted
Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S
Global Note are each referred to herein as a "Global Note" and are collectively
referred to herein as "Global Notes"; PROVIDED, that the term "Global Note"
when used in Sections 2.1(b) (third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i)
and 2.4 shall also include any Note in global form issued in connection with a
Registered Exchange Offer or Private Exchange. The aggregate principal amount
of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee and on the schedules thereto as hereinafter provided.

                  (b) BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply
only to a Global Note deposited with or on behalf of the Depositary.




<PAGE>   85
                                                                              4


                  The Company shall execute and the Trustee shall, in
accordance with this Section 2.1(b) and Section 2.2 and pursuant to an order of
the Company signed by one Officer, authenticate and deliver initially one or
more Global Notes that (i) shall be registered in the name of the Depositary
for such Global Note or Global Notes or the nominee of such Depositary and (ii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as Notes Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary or by the Trustee as Notes
Custodian or under such Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever. Notwith
standing the foregoing, nothing herein shall prevent the Company, the Trustee
or any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of
a holder of a beneficial interest in any Global Note.

                  (c) DEFINITIVE NOTES. Except as provided in Section 2.3 or
2.4, owners of beneficial interests in Global Notes shall not be entitled to
receive physical delivery of certificated Notes.

         2.2 AUTHENTICATION. The Trustee shall authenticate and make available
for delivery upon a written order of the Company signed by one Officer (a)
Initial Notes for original issue on the date hereof in an aggregate principal
amount of $250,000,000, (b) the (i) Exchange Notes for issue only in a
Registered Exchange Offer and (ii) Private Exchange Notes for issue only in the
Private Exchange, in the case of each of (i) and (ii) pursuant to the
Registration Agreement and for a like principal amount of Initial Notes
exchanged pursuant thereto. Such order shall specify the amount of the Notes to
be authenticated, the date on which the original issue of Notes is to be
authenticated and whether the Notes are to be Initial Notes, Exchange Notes or
Private Exchange Notes. The aggregate principal amount of Notes outstanding at
any time may not exceed $250,000,000 except as provided in Sections 2.07 and
2.08 of this Indenture.

         2.3 TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF DEFINITIVE
NOTES. When Definitive Notes are presented to the Registrar with a request:

                  (i)  to register the transfer of such Definitive Notes; or

                  (ii) to exchange such Definitive Notes for an equal principal
         amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; PROVIDED, HOWEVER,
that the Definitive Notes surrendered for transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the Company
         and the Registrar, duly executed by the Holder thereof or his attorney
         duly authorized in writing; and




<PAGE>   86
                                                                              5


                  (2) in the case of Initial Notes, are accompanied by the
         following additional information and documents, as applicable:

                           (A) if such Definitive Notes are being delivered to
                  the Registrar by a Holder for registration in the name of
                  such Holder, without transfer, a certification from such
                  Holder to that effect (in the form set forth on the reverse
                  side of the Initial Note); or

                           (B) if such Definitive Notes are being transferred
                  to the Company, a certification to that effect (in the form
                  set forth on the reverse side of the Initial Note); or

                           (C) if such Definitive Notes are being transferred
                  pursuant to an exemption from registration in accordance with
                  Rule 144 under the Securities Act or in reliance upon another
                  exemption from the registration requirements of the
                  Securities Act, (i) a certification to that effect (in the
                  form set forth on the reverse side of the Initial Note) and
                  (ii) if the Company so requests, an opinion of counsel or
                  other evidence reasonably satisfactory to it as to the
                  compliance with the restrictions set forth in the legend set
                  forth in Section 2.3(e)(i).

                  (b) RESTRICTIONS ON TRANSFER OF A DEFINITIVE NOTE FOR A
BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may not be exchanged
for a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, together with:

                  (i) certification (in the form set forth on the reverse side
         of the Initial Note) that such Definitive Note is being transferred
         (A) to a QIB in accordance with Rule 144A, (B) to an IAI that has
         furnished to the Trustee a signed letter substantially in the form of
         Exhibit D or (C) outside the United States in an offshore transaction
         within the meaning of Regulation S and in compliance with Rule 904
         under the Securities Act; and

                  (ii) written instructions directing the Trustee to make, or
         to direct the Notes Custodian to make, an adjustment on its books and
         records with respect to such Global Note to reflect an increase in the
         aggregate principal amount of the Notes represented by the Global
         Note, such instructions to contain information regarding the
         Depositary account to be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the
Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Notes Custodian, the
aggregate principal amount of Notes represented by the Global Note to be
increased by the aggregate principal amount of the Definitive Note to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal
to the principal amount of the Definitive Note so canceled. If no Global Notes
are then outstanding and the Global Note has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue and
the Trustee shall authenticate, upon written order of the Company in the form
of an Officers' Certificate, a new Global Note in the appropriate principal
amount.




<PAGE>   87
                                                                              6


                  (c) TRANSFER AND EXCHANGE OF GLOBAL NOTES. (i) The transfer
and exchange of Global Notes or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Note or
another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Note being transferred. Transfers by an owner
of a beneficial interest in the Rule 144A Global Note or the IAI Global Note to
a transferee who takes delivery of such interest through the Regulation S
Global Note, whether before or after the expiration of the Restricted Period,
shall be made only upon receipt by the Trustee of a certification from the
transferor in the form provided on the reverse side of the Initial Note to the
effect that such transfer is being made in accordance with Regulation S or (if
available) Rule 144 under the Securities Act and that, if such transfer is
being made prior to the expiration of the Restricted Period, the interest
transferred shall be held immediately thereafter through Euroclear or Cedel. In
the case of a transfer of a beneficial interest in either the Regulation S
Global Note or the Rule 144A Global Note for an interest in the IAI Global
Note, the transferee must furnish a signed letter substantially in the form of
Exhibit D to the Trustee.

         (ii) If the proposed transfer is a transfer of a beneficial interest
in one Global Note to a beneficial interest in another Global Note, the
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect on its books and records the date
and a corresponding decrease in the principal amount of Global Note from which
such interest is being transferred.

         (iii) Notwithstanding any other provisions of this Appendix (other
than the provisions set forth in Section 2.4), a Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.

         (iv) In the event that a Global Note is exchanged for Definitive Notes
pursuant to Section 2.4 prior to the consummation of the Registered Exchange
Offer or the effectiveness of the Shelf Registration Statement with respect to
such Notes, such Notes may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse side of the
Initial Notes intended to ensure that such transfers comply with Rule 144A,
Regulation S or such other applicable exemption from registration under the
Securities Act, as the case may be) and such other procedures as may from time
to time be adopted by the Company.

                  (d) RESTRICTIONS ON TRANSFER OF REGULATION S GLOBAL NOTE. (i)
Prior to the expiration of the Restricted Period, interests in the Regulation S
Global Note may only be held through Euroclear or Cedel. During the Restricted
Period, beneficial ownership interests in the Regulation S Global Note may only
be sold, pledged or transferred through Euroclear or Cedel in accordance with
the Applicable Procedures and only (1) to the




<PAGE>   88
                                                                              7


Company, (2) so long as such security is eligible for resale pursuant to Rule
144A, to a person whom the selling holder reasonably believes is a QIB that
purchases for its own account or for the account of a QIB to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule
144A, (3) in an offshore transaction in accordance with Regulation S, (4)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act, (5) to an IAI purchasing for
its own account, or for the account of such an IAI, in a minimum principal
amount of Notes of $250,000 or (6) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States. Prior to the
expiration of the Restricted Period, transfers by an owner of a beneficial
interest in the Regulation S Global Note to a transferee who takes delivery of
such interest through the Rule 144A Global Note or the IAI Global Note shall be
made only in accordance with Applicable Procedures and upon receipt by the
Trustee of a written certification from the transferor of the beneficial
interest substantially in the form provided on the reverse side of the Initial
Note to the effect that such transfer is being made to (A) a QIB within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or
(B) an IAI purchasing for its own account, or for the account of such an IAI,
in a minimum principal amount of the Notes of $250,000. Such written
certification shall no longer be required after the expiration of the
Restricted Period. In the case of a transfer of a beneficial interest in the
Regulation S Global Note for an interest in the IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit D to the
Trustee.

                  (ii) Upon the expiration of the Restricted Period, beneficial
         ownership interests in the Regulation S Global Note shall be
         transferable in accordance with applicable law and the other terms of
         this Indenture.

         (e)  LEGEND.

                  (i) Except as permitted by the following paragraphs (ii),
         (iii) or (iv), each Note certificate evidencing the Global Notes and
         the Definitive Notes (and all Notes issued in exchange therefor or in
         substitution thereof) shall bear a legend in substantially the
         following form (each defined term in the legend being defined as such
         for purposes of the legend only):

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION.

                           THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
         AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
         THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO
         YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
         DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
         OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
         TO THE COMPANY, (B) PURSUANT TO A




<PAGE>   89
                                                                              8


         REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"),
         TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
         BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR
         FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
         PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
         "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
         OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
         INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
         OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
         MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
         PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
         WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
         PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
         TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
         CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
         COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
         OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
         AFTER THE RESALE RESTRICTION TERMINATION DATE."

Each Definitive Note shall bear the following additional legend:

         "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
         REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
         AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
         TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS."

                  (ii) Upon any sale or transfer of a Transfer Restricted Note
         that is a Definitive Note, the Registrar shall permit the Holder
         thereof to exchange such Transfer Restricted Note for a Definitive
         Note that does not bear the legends set forth above and rescind any
         restriction on the transfer of such Transfer Restricted Note if the
         Holder certifies in writing to the Registrar that its request for such
         exchange was made in reliance on Rule 144 (such certification to be in
         the form set forth on the reverse side of the Initial Note).

                  (iii) After a transfer of any Initial Notes or Private
         Exchange Notes during the period of the effectiveness of a Shelf
         Registration Statement with respect to such Initial Notes or Private
         Exchange Notes, as the case may be, all requirements pertaining to the
         Restricted Notes Legend on such Initial Notes or such Private Exchange
         Notes shall cease to apply and the requirements that any such Initial
         Notes or such Private Exchange Notes be issued in global form shall
         continue to apply.




<PAGE>   90
                                                                              9


                  (iv) Upon the consummation of a Registered Exchange Offer
         with respect to the Initial Notes pursuant to which Holders of such
         Initial Notes are offered Exchange Notes in exchange for their Initial
         Notes, all requirements pertaining to Initial Notes that Initial Notes
         be issued in global form shall continue to apply, and Exchange Notes
         in global form without the Restricted Notes Legend shall be available
         to Holders that exchange such Initial Notes in such Registered
         Exchange Offer.

                  (v) Upon the consummation of a Private Exchange with respect
         to the Initial Notes pursuant to which Holders of such Initial Notes
         are offered Private Exchange Notes in exchange for their Initial
         Notes, all requirements pertaining to such Initial Notes that Initial
         Notes be issued in global form shall continue to apply, and Private
         Exchange Notes in global form with the Restricted Notes Legend shall
         be available to Holders that exchange such Initial Notes in such
         Private Exchange.

                  (vi) Upon a sale or transfer after the expiration of the
         Restricted Period of any Initial Note acquired pursuant to Regulation
         S, all requirements that such Initial Note bear the Restricted Notes
         Legend shall cease to apply and the requirements requiring any such
         Initial Note be issued in global form shall continue to apply.

                  (f) CANCELATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as
all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, transferred, redeemed, repurchased or canceled, such Global
Note shall be returned by the Depositary to the Trustee for cancelation or
retained and canceled by the Trustee. At any time prior to such cancelation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes,
transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Notes Custodian for such Global Note)
with respect to such Global Note, by the Trustee or the Notes Custodian, to
reflect such reduction.

                  (g) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
         NOTES.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate, Definitive
         Notes and Global Notes at the Registrar's request.

                  (ii) No service charge shall be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge
         payable upon exchanges or transfer pursuant to Sections 2.09, 3.06,
         4.06, 4.08 and 9.05 of this Indenture).

                  (iii) Prior to the due presentation for registration of
         transfer of any Note, the Company, the Trustee, the Paying Agent or
         the Registrar may deem and treat the person in whose name a Note is
         registered as the absolute owner of such Note for the purpose of
         receiving payment of principal of and interest on such Note and for
         all other purposes whatsoever, whether or not such Note is overdue,
         and none of the Company, the Trustee, the Paying Agent or the
         Registrar shall be affected by notice to the contrary.




<PAGE>   91
                                                                             10


                  (iv) All Notes issued upon any transfer or exchange pursuant
         to the terms of this Indenture shall evidence the same debt and shall
         be entitled to the same benefits under this Indenture as the Notes
         surrendered upon such transfer or exchange.

                  (h)  NO OBLIGATION OF THE TRUSTEE.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Note, a member of, or a participant
         in the Depositary or any other Person with respect to the accuracy of
         the records of the Depositary or its nominee or of any participant or
         member thereof, with respect to any ownership interest in the Notes or
         with respect to the delivery to any participant, member, beneficial
         owner or other Person (other than the Depositary) of any notice
         (including any notice of redemption or repurchase) or the payment of
         any amount, under or with respect to such Notes. All notices and
         communications to be given to the Holders and all payments to be made
         to Holders under the Notes shall be given or made only to the
         registered Holders (which shall be the Depositary or its nominee in
         the case of a Global Note). The rights of beneficial owners in any
         Global Note shall be exercised only through the Depositary subject to
         the applicable rules and procedures of the Depositary. The Trustee may
         rely and shall be fully protected in relying upon information
         furnished by the Depositary with respect to its members, participants
         and any beneficial owners.

                  (ii) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on
         transfer imposed under this Inden ture or under applicable law with
         respect to any transfer of any interest in any Note (including any
         transfers between or among Depositary participants, members or
         beneficial owners in any Global Note) other than to require delivery
         of such certificates and other documentation or evidence as are
         expressly required by, and to do so if and when expressly required by,
         the terms of this Indenture, and to examine the same to determine
         substantial compliance as to form with the express requirements
         hereof.

         2.4  DEFINITIVE NOTES

                  (a) A Global Note deposited with the Depositary or with the
Trustee as Notes Custodian pursuant to Section 2.1 or issued in connection with
a Registered Exchange Offer or Private Exchange shall be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.3 and (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as a Depositary for such Global Note or if at any time the Depositary ceases to
be a "clearing agency" registered under the Exchange Act, and a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes aware of such cessation, or (ii) an Event of Default
has occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
certificated Notes under this Indenture.

                  (b) Any Global Note that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal




<PAGE>   92
                                                                             11


aggregate principal amount of Definitive Notes of authorized denominations. Any
portion of a Global Note transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any certificated Initial Note in the form of a Definitive Note
delivered in exchange for an interest in the Global Note shall, except as
otherwise provided by Section 2.3(e), bear the Restricted Notes Legend.

                  (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Note may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.

                  (d) In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in fully
registered form without interest coupons.



<PAGE>   93

                                                                      EXHIBIT A

             FORM OF FACE OF INITIAL NOTE AND PRIVATE EXCHANGE NOTE

                             [Global Notes Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                           [Restricted Notes Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S



<PAGE>   94
                                                                              2


UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

Each Definitive Note shall bear the following additional legend:

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.




<PAGE>   95


No. [  ]                                                          $[__________]

                   10 1/4% Senior Subordinated Note due 2009

                                                             CUSIP No. [______]
                                                        [ISIN No: [          ]]

                  American Media Operations, Inc., a Delaware corporation,
promises to pay to [       ], or registered assigns, the principal sum
[of $      ] [listed on the Schedule of Increases or Decreases in Global Note
attached hereto](1) on May 1, 2009.

                  Interest Payment Dates: May 1 and November 1.

                  Record Dates:  April 15 and October 15.







--------
   (1) Use the Schedule of Increases and Decreases language if Note is in global
form.




<PAGE>   96
                                                                              2


                  Additional provisions of this Note are set forth on the other
side of this Note.

                  IN WITNESS WHEREOF, the parties have caused this instrument
to be duly executed.



                                       AMERICAN MEDIA OPERATIONS, INC.,




                                       By
                                          -------------------------------------
                                          Name:
                                          Title:

Dated:

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE CHASE MANHATTAN BANK,

         as Trustee, certifies
         that this is one of
         the Notes referred
         to in the Indenture.

By:
   --------------------------------------
         Authorized [Officer] [Signatory]




-------------------
*/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".



<PAGE>   97
                                                                              3


         FORM OF REVERSE SIDE OF INITIAL NOTE AND PRIVATE EXCHANGE NOTE

                   10 1/4% Senior Subordinated Note due 2009

1.  INTEREST

                  (a) American Media Operations, Inc., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of this Note at the rate per annum shown above
until the principal hereof is paid or duly provided for. The Company shall pay
interest semiannually on May 1 and November 1 of each year. Interest on the
Notes shall accrue from the most recent date to which interest has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from
May 7, 1999. Interest shall be computed on the basis of a 360-day year or
twelve 30-day months.

                  (b) LIQUIDATED DAMAGES. The holder of this Note is entitled
to the benefits of an Exchange and Registration Rights Agreement, dated as of
May 7, 1999, among the Company, National Enquirer, Inc., Star Editorial, Inc.,
SOM Publishing, Inc., Weekly World News, Inc., Country Weekly, Inc., Fairview
Printing, Inc., NDSI, Inc., Health Xtra, Inc., Retail Marketing Network, Inc.,
Biocide, Inc., American Media Marketing, Inc. and Marketing Services, Inc., as
guarantors (the "Note Guarantors"), and the Initial Purchaser named therein
(the "Registration Agreement"). Capitalized terms used in this paragraph (b)
but not defined herein have the meanings assigned to them in the Registration
Agreement. If (i) the Shelf Registration Statement or the Exchange Offer
Registration Statement, as applicable under the Registration Agreement, is not
filed with the Commission on or prior to 105 days after the Issue Date, (ii)
the Shelf Registration Statement or the Exchange Offer Registration Statement,
as the case may be, is not declared effective within 165 days after the Issue
Date, (iii) the Registered Exchange Offer is not consummated on or prior to 195
days after the Issue Date, or (iv) the Shelf Registration Statement is filed
and declared effective within 195 days after the Issue Date but shall
thereafter cease to be effective (at any time that the Company is obligated to
maintain the effectiveness thereof) without being succeeded within 90 days by
an additional Registration Statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default"), the
Company shall pay liquidated damages to each holder of Transfer Restricted
Notes, during the period of such Registration Default, in an amount equal to
$0.192 per week per $1,000 principal amount of the Notes constituting Transfer
Restricted Notes held by such holder until the applicable Registration
Statement is filed or declared effective, the Registered Exchange Offer is
consummated or the Shelf Registration Statement again becomes effective, as the
case may be. All accrued liquidated damages shall be paid to holders in the
same manner as interest payments on the Notes on semi-annual payment dates
which correspond to interest payment dates for the Notes. Following the cure of
all Registration Defaults, the accrual of liquidated damages shall cease. The
Trustee shall have no responsibility with respect to the determination of the
amount of any such liquidated damages. For purposes of the foregoing, "Transfer
Restricted Notes" means (i) each Initial Note until the date on which such
Initial Note has been exchanged for a freely transferable Exchange Note in the
Registered Exchange Offer, (ii) each Initial Note or Private Exchange Note
until the date on which such Initial Note or Private Exchange Note has been
effectively registered under the Securities Act and disposed of in accordance
with a Shelf Registration Statement or (iii) each Initial Note or Private
Exchange Note until the date on which such Initial Note or Private Exchange



<PAGE>   98
                                                                              4


Note is distributed to the public pursuant to Rule 144 under the Securities Act
or is saleable pursuant to Rule 144(k) under the Securities Act.

2.  METHOD OF PAYMENT

                  The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the April 15 or October 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, liquidated
damages and interest in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts. Payments in
respect of the Notes represented by a Global Note (including principal,
premium, liquidated damages and interest) shall be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company. The Company shall make all payments in respect of a certificated Note
(including principal, premium and interest), by mailing a check to the
registered address of each Holder thereof; PROVIDED, HOWEVER, that payments on
the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3.  PAYING AGENT AND REGISTRAR

                  Initially, The Chase Manhattan Bank, a New York banking
corporation (the "Trustee"), shall act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  INDENTURE

                  The Company issued the Notes under an Indenture dated as of
May 7, 1999 (the "Indenture"), among the Company, the Note Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and
provisions of the Indenture, and Holders are referred to the Indenture and the
TIA for a statement of such terms and provisions.

                  The Notes are senior subordinated unsecured obligations of
the Company limited to $250,000,000 aggregate principal amount at any one time
outstanding (subject to Section 2.07 of the Indenture). This Note is one of the
Initial Notes referred to in the Indenture issued in an aggregate principal
amount of $250,000,000. The Notes include the Initial Notes and any Exchange
Notes and Private Exchange Notes issued in exchange for Initial Notes. The
Initial Notes, the Exchange Notes and the Private Exchange Notes are treated as
a single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other



<PAGE>   99
                                                                              5


things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of capital stock of such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates, sell
assets and enter into new lines of business. The Indenture also imposes
limitations on the ability of the Company to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all of the
property of the Company.

                  To guarantee the due and punctual payment of the principal
and interest on the Notes and all other amounts payable by the Company under
the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of
the Notes and the Indenture, the Note Guarantors have jointly and severally
unconditionally guaranteed the Guaranteed Obligations on a senior subordinated
basis pursuant to the terms of the Indenture.

5.  OPTIONAL REDEMPTION

                  Except as set forth in the following paragraph, the Notes
shall not be redeemable at the option of the Company prior to May 1, 2004.
Thereafter, the Notes shall be redeemable at the option of the Company, in
whole or in part, on not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest and liquidated damages thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on May 1 of the years set forth
below:

                                                                    REDEMPTION
                  YEAR                                                 PRICE
                  ----                                              ----------
                  2004                                               105.125%
                  2005                                               103.417%
                  2006                                               101.708%
                  2007 and thereafter                                100.000%

                  In addition, prior to May 1, 2002, the Company may on one or
more occasions, also redeem up to a maximum of 35% of the original aggregate
principal amount of the Notes with the Net Cash Proceeds of one or more Equity
Offerings (a) by the Company or (b) by Holdings to the extent the Net Cash
Proceeds thereof are contributed to the Company or used to purchase Capital
Stock (other than Disqualified Stock) of the Company from the Company, at a
redemption price equal to 110.25% of the principal amount thereof, plus accrued
and unpaid interest and liquidated damages thereon, if any, to the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); PROVIDED, HOWEVER,
that after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Notes remains outstanding. Any such
redemption shall be made within 60 days of such Equity Offering upon not less
than 30 nor more than 60 days' notice mailed to each holder of Notes being
redeemed and otherwise in accordance with the procedures set forth in the
Indenture.



<PAGE>   100
                                                                              6

6.  SINKING FUND

                  The Notes are not subject to any sinking fund.

7.  NOTICE OF REDEMPTION

                  Notice of redemption shall be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at his or her registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and liquidated damages, if any, on all Notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.

8.  REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL

                  Upon a Change of Control, any Holder of Notes will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Notes of such Holder at a purchase
price equal to 101% of the principal amount of the Notes to be repurchased plus
accrued and unpaid interest and liquidated damages, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on
or prior to the date of purchase) as provided in, and subject to the terms of,
the Indenture.

                  In accordance with Section 4.06 of the Indenture, the Company
will be required to offer to purchase Notes upon the occurrence of certain
events.

9.  SUBORDINATION

                  The Notes are subordinated to Senior Indebtedness, as defined
in the Indenture. To the extent provided in the Indenture, Senior Indebtedness
must be paid before the Notes may be paid. The Company and each Note Guarantor
agrees, and each Holder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.

10.  DENOMINATIONS; TRANSFER; EXCHANGE

                  The Notes are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Regis trar need not register
the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to
a selection of Notes to be redeemed.



<PAGE>   101
                                                                              7


11.  PERSONS DEEMED OWNERS

                  Except as provided in paragraph 2 hereof, the registered
Holder of this Note may be treated as the owner of it for all purposes.

12.  UNCLAIMED MONEY

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.

13.  DISCHARGE AND DEFEASANCE

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity,
as the case may be.

14.  AMENDMENT, WAIVER

                  Subject to certain exceptions set forth in the Indenture, (a)
the Indenture or the Notes may be amended without prior notice to any Holder
but with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Notes and (b) any default may be waived
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Notes, the Company and the
Trustee may amend the Indenture or the Notes (a) to cure any ambiguity,
omission, defect or inconsistency; (b) to comply with Article 5 of the
Indenture; (c) to provide for uncertificated Notes in addition to or in place
of certificated Notes; (d) to add Note Guarantees with respect to the Notes;
(e) to secure the Notes; (f) to add additional covenants or to surrender rights
and powers conferred on the Company; (g) to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
TIA; (h) to make any change that does not adversely affect the rights of any
Holder; (i) to make any change in the subordination provisions of the Indenture
that would limit or terminate the benefits available to any holder of Senior
Indebtedness of the Company (or any representative thereof) under such
subordination provisions; or (j) to provide for the issuance of the Exchange
Notes or Private Exchange Notes.

15.  DEFAULTS AND REMEDIES

                  If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Notes shall become immediately due and payable without any declaration or other
act on the part of the



<PAGE>   102
                                                                              8


Trustee or any Holders. Under certain circumstances, the Holders of a majority
in principal amount of the outstanding Notes may rescind any such acceleration
with respect to the Notes and its consequences.

                  If an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (a) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (b) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy, (c) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense, (d) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (e) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a
direction inconsistent with such request within such 60-day period. Subject to
certain restrictions, the Holders of a majority in principal amount of the
outstanding Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other
Holder or that would involve the Trustee in personal liability. Prior to taking
any action under the Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

16.  TRUSTEE DEALINGS WITH THE COMPANY

                  Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it
were not Trustee.

17.  NO RECOURSE AGAINST OTHERS

                  A director, officer, employee or stockholder, as such, of the
Company or any Note Guarantor shall not have any liability for any obligations
of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Notes.

18.  AUTHENTICATION

                  This Note shall not be valid until an authorized officer or
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication on the other side of this Note.



<PAGE>   103
                                                                              9


19.  ABBREVIATIONS

                  Customary abbreviations may be used in the name of a Holder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20.  GOVERNING LAW

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITH OUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21.  CUSIP [AND ISIN] NUMBERS

                  The Company has caused CUSIP [and ISIN] numbers to be printed
on the Notes and has directed the Trustee to use CUSIP [and ISIN] numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN
IT THE TEXT OF THIS NOTE.



<PAGE>   104
                                                                             10


                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint            agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.

------------------------------------------------------------



Date: ________________ Your Signature: _____________________



------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.



<PAGE>   105
                                                                             11


          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                         TRANSFER RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Notes held in (check
applicable space) ____ book-entry or _____ definitive form by the undersigned.

The undersigned (check one box below):

/ /      has requested the Trustee by written order to deliver in exchange for
         its beneficial interest in the Global Note held by the Depositary a
         Note or Notes in definitive, registered form of authorized
         denominations and an aggregate principal amount equal to its
         beneficial interest in such Global Note (or the portion thereof
         indicated above);

/ /      has requested the Trustee by written order to exchange or register the
         transfer of a Note or Notes.

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Notes are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)      / /      to the Company; or

         (2)      / /      to the Registrar for registration in the name of
                           the Holder, without transfer

         (3)      / /      pursuant to an effective registration statement
                           under the Securities Act of 1933; or

         (4)      / /      inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that
                           such transfer is being made in reliance on Rule
                           144A, in each case pursuant to and in compliance
                           with Rule 144A under the Securities Act of 1933; or

         (5)      / /      outside the United States in an offshore
                           transaction within the meaning of Regulation S under
                           the Securities Act in compliance with Rule 904 under
                           the Securities Act of 1933 and such Note shall be
                           held immediately after the transfer through
                           Euroclear and Cedel until the expiration of the
                           Restricted Period (as defined in the Indenture); or

         (6)      / /      to an institutional "accredited investor" (as
                           defined in Rule 501(a)(1), (2), (3) or (7) under the
                           Securities Act of 1933) that has furnished to the
                           Trustee a signed letter containing certain
                           representations and agreements; or

         (7)      / /      pursuant to another available exemption from
                           registration provided by Rule 144 under the
                           Securities Act of 1933.



<PAGE>   106
                                                                             12


         Unless one of the boxes is checked, the Trustee will refuse to
         register any of the Notes evidenced by this certificate in the name of
         any Person other than the registered holder thereof; PROVIDED,
         HOWEVER, that if box (5), (6) or (7) is checked, the Trustee may
         require, prior to registering any such transfer of the Notes, such
         legal opinions, certifications and other information as the Company
         has reasonably requested to confirm that such transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act of 1933.




                                         ______________________________________
                                         Your Signature

Signature Guarantee:

Date: _________________________          ______________________________________
Signature must be guaranteed             Signature of Signature
by a participant in a                    Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

____________________________________________________________





             TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated: ________________                     ___________________________________
                                                 NOTICE:  To be executed by
                                                          an executive officer



<PAGE>   107
                                                                             13


                        [TO BE ATTACHED TO GLOBAL NOTES]

               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                  The initial principal amount of this Global Note is $[ ]. The
following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>

              Amount of decrease in        Amount of increase in          Principal amount of this     Signature of authorized
Date of       Principal Amount of this     Principal Amount of this       Global Note following such   officer or signatory of
Exchange      Global Note                  Global Note                    decrease or increase         Trustee or Notes Custodian
<S>           <C>                          <C>                            <C>                          <C>



</TABLE>

<PAGE>   108
                                                                             14


                       OPTION OF HOLDER TO ELECT PURCHASE

                           IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY
THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF
CONTROL) OF THE INDENTURE, CHECK THE BOX:

ASSET DISPOSITION     / /                     CHANGE OF CONTROL          / /

                           IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE,
STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$


DATE: __________________ YOUR SIGNATURE: ________________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE)


SIGNATURE GUARANTEE:__________________________________________________________
                     SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                     RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                     SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE



<PAGE>   109
                                                                      EXHIBIT B


                         FORM OF FACE OF EXCHANGE NOTE

                             [Global Notes Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



<PAGE>   110
                                                                              2


No.                                                                $__________

                   10 1/4% Senior Subordinated Note due 2009

                                                               CUSIP No. ______
                                                                [ISIN No._____]

                  American Media Operations, Inc., a Delaware corporation,
promises to pay to [       ], or registered assigns, the principal sum
[of $       ] [listed on the Schedule of Increases or Decreases in Global Note
attached hereto](2) on May 1, 2009.

                  Interest Payment Dates: May 1 and November 1.

                  Record Dates:  April 15 and October 15.




--------
   (2) Use the Schedule of Increases and Decreases language if Note is in global
form.



<PAGE>   111
                                                                              3

                  Additional provisions of this Note are set forth on the other
side of this Note.

                  IN WITNESS WHEREOF, the parties have caused this instrument
to be duly executed.



                                         AMERICAN MEDIA OPERATIONS, INC.,



                                         By
                                            -----------------------------------
                                            Name:
                                            Title:

Dated:

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE CHASE MANHATTAN BANK,

         as Trustee, certifies
         that this is one of
         the Notes referred
         to in the Indenture.

         By
           -----------------------------------
              Authorized [Officer] [Signatory]








------------------------
*/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".



<PAGE>   112
                                                                              4

                     FORM OF REVERSE SIDE OF EXCHANGE NOTE

                   10 1/4% Senior Subordinated Note due 2009

1.  INTEREST.

                  American Media Operations, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on
the principal amount of this Note at the rate per annum shown above until the
principal hereof is paid or duly provided for. The Company shall pay interest
semiannually on May 1 and November 1 of each year. Interest on the Notes shall
accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from May 7,
1999. Interest shall be computed on the basis of a 360-day year or twelve
30-day months.

2.  METHOD OF PAYMENT

                  The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the April 15 or October 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal, premium and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Notes represented by a Global Note (including principal, premium and interest)
shall be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments
in respect of a certificated Note (including principal, premium and interest),
by mailing a check to the registered address of each Holder thereof; PROVIDED,
HOWEVER, that payments on the Notes may also be made, in the case of a Holder
of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects pay ment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3.  PAYING AGENT AND REGISTRAR

                  Initially, The Chase Manhattan Bank, a New York banking
corporation (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  INDENTURE

                  The Company issued the Notes under an Indenture dated as of
May 7, 1999 (the "Indenture"), among the Company, the Note Guarantors (as
defined in the Indenture) and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect
on the date of the Indenture (the "TIA"). Terms defined in the Indenture



<PAGE>   113
                                                                              5


and not defined herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

                  The Notes are senior subordinated unsecured obligations of
the Company limited to $250,000,000 aggregate principal amount at any one time
outstanding, of which $250,000,000 in aggregate principal amount will be
initially issued on the Closing Date. This Note is one of the Exchange Notes
referred to in the Indenture. The Notes include the Initial Notes and any
Exchange Notes and Private Exchange Notes issued in exchange for the Initial
Notes pursuant to the Indenture. The Initial Notes, the Exchange Notes and the
Private Exchange Notes are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of capital stock of such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, sell assets and enter into
new lines of business. The Indenture also imposes limitations on the ability of
the Company to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of the property of the Company.

                  To guarantee the due and punctual payment of the principal
and interest, if any, on the Notes and all other amounts payable by the Company
under the Indenture and the Notes when and as the same shall be due and
payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Notes and the Indenture, the Note Guarantors have, jointly and
severally, unconditionally guaranteed the Guaranteed Obligations on a senior
basis subordinated pursuant to the terms of the Indenture.

5.  OPTIONAL REDEMPTION

                  Except as set forth in the following paragraph, the Notes
shall not be redeemable at the option of the Company prior to May 1, 2004.
Thereafter, the Notes shall be redeemable at the option of the Company, in
whole or in part, on not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest and liquidated damages thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on May 1, of the years set forth
below:

                                                              REDEMPTION
                  YEAR                                           PRICE
                  ----                                        ----------
                  2004                                          105.125%
                  2005                                          103.417%
                  2006                                          101.708%
                  2007 and thereafter                           100.000%

                  In addition, prior to May 1, 2002, the Company may, on one or
more occasions, also redeem up to a maximum of 35% of the original aggregate
principal amount of the Notes with the Net Cash Proceeds of one or more Equity
Offerings (a) by the Company or (b) by Holdings to the extent the Net Cash
Proceeds thereof are contributed to



<PAGE>   114
                                                                              6


the Company or used to purchase Capital Stock (other than Disqualified Stock)
of the Company from the Company, at a redemption price equal to 110.25% of the
principal amount thereof, plus accrued and unpaid interest and liquidated
damages thereon, if any, to the redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date); PROVIDED, HOWEVER, that after giving effect to
any such redemption, at least 65% of the original aggregate principal amount of
the Notes remains outstanding. Any such redemption shall be made within 60 days
of such Equity Offering upon not less than 30 nor more than 60 days' notice
mailed to each holder of Notes being redeemed and otherwise in accordance with
the procedures set forth in the Indenture.

6.  SINKING FUND

                  The Notes are not subject to any sinking fund.

7.  NOTICE OF REDEMPTION

                  Notice of redemption shall be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at his or her registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and liquidated damages, if any, on all Notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.

8.  REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL

                  Upon a Change of Control, any Holder of Notes will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Notes of such Holder at a purchase
price equal to 101% of the principal amount of the Notes to be repurchased plus
accrued and unpaid interest and liquidated damages, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on
or prior to the date of purchase) as provided in, and subject to the terms of,
the Indenture.

                  In accordance with Section 4.06 of the Indenture, the Company
will be required to offer to purchase Notes upon the occurrence of certain
events.

9.  SUBORDINATION

                  The Notes are subordinated to Senior Indebtedness, as defined
in the Indenture. To the extent provided in the Indenture, Senior Indebtedness
must be paid before the Notes may be paid. The Company and each Note Guarantor
agrees, and each Holder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.




<PAGE>   115
                                                                              7


10.  DENOMINATIONS; TRANSFER; EXCHANGE

                  The Notes are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Regis trar need not register
the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to
a selection of Notes to be redeemed or 15 days before an interest payment date.

11.  PERSONS DEEMED OWNERS

                  Except as provided in paragraph 2 hereof, the registered
Holder of this Note may be treated as the owner of it for all purposes.

12.  UNCLAIMED MONEY

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.

13.  DISCHARGE AND DEFEASANCE

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity,
as the case may be.

14.  AMENDMENT, WAIVER

                  Subject to certain exceptions set forth in the Indenture, (a)
the Indenture or the Notes may be amended without prior notice to any Holder
but with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Notes and (b) any default may be waived
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Notes, the Company and the
Trustee may amend the Indenture or the Notes (a) to cure any ambiguity,
omission, defect or inconsistency; (b) to comply with Article 5 of the
Indenture; (c) to provide for uncertificated Notes in addition to or in place
of certificated Notes; (d) to add Note Guarantees with respect to the Notes;
(e) to secure the Notes; (f) to add additional covenants or to surrender rights
and powers conferred on the Company; (g) to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
TIA; (h) to make any change that does not adversely affect the rights of any
Holder; (i) to make any change in the subordination provisions of the Indenture
that would limit or terminate the benefits available to any holder of Senior
Indebtedness of the Company (or any representative thereof) under such
subordination provisions; or (j) to provide for the issuance of the Exchange
Notes, or Private Exchange Notes.




<PAGE>   116
                                                                              8


15.  DEFAULTS AND REMEDIES

                  If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Notes shall become immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the outstanding Notes may rescind
any such acceleration with respect to the Notes and its consequences.

                  If an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (a) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (b) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy, (c) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense, (d) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (e) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a
direction inconsistent with such request within such 60-day period. Subject to
certain restrictions, the Holders of a majority in principal amount of the
outstanding Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other
Holder or that would involve the Trustee in personal liability. Prior to taking
any action under the Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

16.  TRUSTEE DEALINGS WITH THE COMPANY

                  Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it
were not Trustee.

17.  NO RECOURSE AGAINST OTHERS

                  A director, officer, employee or stockholder, as such, of the
Company or any Note Guarantor shall not have any liability for any obligations
of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Notes.



<PAGE>   117
                                                                              9


18.  AUTHENTICATION

                  This Note shall not be valid until an authorized officer or
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication on the other side of this Note.

19.  ABBREVIATIONS

                  Customary abbreviations may be used in the name of a Holder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20.  GOVERNING LAW

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITH OUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21.  CUSIP [AND ISIN]  NUMBERS

                  The Company has caused CUSIP [and ISIN] numbers to be printed
on the Notes and has directed the Trustee to use CUSIP [and ISIN] numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN
IT THE TEXT OF THIS NOTE.



<PAGE>   118
                                                                             10

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

       (Print or type assignee's name, address and zip code)

       (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint         agent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.


------------------------------------------------------------



Date: ________________ Your Signature: _____________________



------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note. Signature
must be guaranteed by a participant in a recognized signature guaranty
medallion program or other signature guarantor acceptable to the Trustee.



<PAGE>   119
                                                                             11


                        [TO BE ATTACHED TO GLOBAL NOTES]

               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                  The initial principal amount of this Global Note is $[ ]. The
following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>

              Amount of decrease in        Amount of increase in          Principal amount of this     Signature of authorized
Date of       Principal Amount of this     Principal Amount of this       Global Note following such   officer or signatory of
Exchange      Global Note                  Global Note                    decrease or increase         Trustee or Notes Custodian
<S>           <C>                          <C>                            <C>                          <C>



</TABLE>


<PAGE>   120
                                                                            12

                       OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF
CONTROL) OF THE INDENTURE, CHECK THE BOX:

ASSET DISPOSITION     / /                     CHANGE OF CONTROL          / /

                           IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE,
STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$


DATE: __________________ YOUR SIGNATURE: __________________
                                (SIGN EXACTLY AS YOUR NAME APPEARS
                  ON THE OTHER SIDE OF THE NOTE)

SIGNATURE GUARANTEE:_______________________________________
                    SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                    RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                    SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE.



<PAGE>   121
                                                                      EXHIBIT C


                         FORM OF SUPPLEMENTAL INDENTURE

                                    SUPPLEMENTAL INDENTURE (this "Supplemental
                            Indenture") dated as of          , among [GUARANTOR]
                            (the "New Guarantor"), a subsidiary of AMERICAN
                            MEDIA OPERATIONS, INC. (or its successor), a
                            Delaware corporation (the "Company"), National
                            Enquirer, Inc., Star Editorial, Inc., SOM
                            Publishing, Inc., Weekly World News, Inc., Country
                            Weekly, Inc., Distribution Services, Inc., Fairview
                            Printing, Inc., NDSI, Inc., Health Xtra, Inc.,
                            Retail Marketing Network, Inc., Biocide, Inc.,
                            American Media Marketing, Inc. and Marketing
                            Services, Inc., as guarantors (the "Existing
                            Guarantors"), and THE CHASE MANHATTAN BANK, a New
                            York banking corporation, as trustee under the
                            indenture referred to below (the "Trustee").

                             W I T N E S S E T H :

                  WHEREAS the Company and Existing Guarantors has heretofore
executed and delivered to the Trustee an Indenture (the "Indenture") dated as
of May 7, 1999, providing for the issuance of an aggregate principal amount of
up to $250,000,000 of 10 1/4% Senior Subordinated Notes due 2009 (the "Notes");

                  WHEREAS Section 4.11 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all the Company's obligations
under the Notes pursuant to a Note Guarantee on the terms and conditions set
forth herein; and

                  WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture;

                  NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Guarantor, the Company, the Existing Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Notes as follows:

                  1. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees,
jointly and severally with all the Existing Guarantors, to unconditionally
guarantee the Company's obligations under the Notes on the terms and subject to
the conditions set forth in Articles 11 and 12 of the Indenture and to be bound
by all other applicable provisions of the Indenture and the Notes.

                  2. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.



<PAGE>   122
                                                                              2


                  3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  4. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.

                  5. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not effect the construction thereof.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.



                                        [NEW GUARANTOR],



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        AMERICAN MEDIA OPERATIONS, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:

                                        NATIONAL ENQUIRER, INC.,




                                        By
                                           ------------------------------------
                                           Name:
                                           Title:




                                        STAR EDITORIAL, INC.,




                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



<PAGE>   123
                                                                              3


                                        SOM PUBLISHING, INC.,




                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        WEEKLY WORLD NEWS, INC.,




                                        By
                                           ------------------------------------
                                           Name:
                                           Title:




                                        COUNTRY WEEKLY, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        DISTRIBUTION SERVICES, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        FAIRVIEW PRINTING, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        NDSI, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        HEALTH XTRA, INC.,


                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        RETAIL MARKETING NETWORK, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:


<PAGE>   124
                                                                              4



                                        BIOCIDE, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        AMERICAN MEDIA MARKETING, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        MARKETING SERVICES, INC.,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:



                                        THE CHASE MANHATTAN BANK, as Trustee,



                                        By
                                           ------------------------------------
                                           Name:
                                           Title:


<PAGE>   125
                                                                      EXHIBIT D

                                    Form of
                      Transferee Letter of Representation

American Media Operations, Inc.

c/o The Chase Manhattan Bank
1201 Main Street, 18th Floor
Dallas, Texas 75202

Ladies and Gentlemen:

         This certificate is delivered to request a transfer of $[ ] principal
amount of the 10 1/4% Senior Subordinated Notes due 2009 (the "Notes") of
American Media Operations, Inc. (the "Company").

         Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

         The undersigned represents and warrants to you that:

         1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such
an institutional "accredited investor" at least $250,000 principal amount of
the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of our investment in the Notes,
and we invest in or purchase securities similar to the Notes in the normal
course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.

         2. We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted
in the following sentence. We agree on our own behalf and on behalf of any
investor account for which we are purchasing Notes to offer, sell or otherwise
transfer such Notes prior to the date that is two years after the later of the
date of original issue and the last date on which the Company or any affiliate
of the Company was the owner of such Notes (or any predecessor thereto) (the
"Resale Restriction Termination Date") only (a) to the Company, (b) pursuant to
a registration statement that has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under
the Securities Act ("Rule 144A"), to a person we reasonably believe is a
qualified institutional buyer under Rule 144A (a "QIB") that is purchasing for
its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Notes of
$250,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times



<PAGE>   126
                                                                              2


within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of
the Notes is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that it is acquiring such Notes for
investment purposes and not for distribution in violation of the Securities
Act. Each purchaser acknowledges that the Company and the Trustee reserve the
right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f)
above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.




                                           TRANSFEREE:_______________________,

                                           By:________________________________